The Legend of Luna: Twilit Elements
by TheBronzeDarknut5
Summary: Zant has returned in the land of Equestria, turning the land of magic and light into his new kingdom of twilight. Stripped of the Elements of Harmony, Twilight and the others must now follow the tale of a kingdom of old to find the power to drive back the shadows and reclaim the Elements, with nothing but a magic harp as their guide. First fanfic ever!
1. Chapter 1

**CHAPTER 1**

* * *

><p>It was another beautiful morning in the magical land of Equestria. The sun has just begun to rise over the horizon, no doubt through the magic of Princess Celesita, and casts a warm glow over the hills and trees. Critters of all sizes began to stir as the warm bath of the light of a new day beckons them from their nests and holes that they all come to call home. The smell of the morning dew can be found through the light morning breeze, bringing a cleansing to the mind and spirit to all who partook. On this morning, a long shadow was being cast from the winding rough road. The tranquil quiet that once stilled the air was disturbed by the clopping of hooves and the squeaking of wheels as they labored to carry the wooden cart being pulled.<p>

The cart itself was small but large enough for a single pony to live in comfortably with a moderate amount of possessions, and on one side an advertisement _The Great and Powerful Trixie!_ was painted in various shades of blue and stars and a single crescent moon adorning it. The humble abode came to a slow stop, and a sigh could be heard from the pony who was just pulling her home. Trixie, the powdery blue unicorn, unhitched herself, her horn glowing a matching blue hue that surrounded the hitch that levitated off her body, allowing her to move out from underneath and set down the cart gently. She let out another long sigh as she looked to the horizon where the sun rose from, kicking at some small rocks that littered the rough road.

"Trixie shouldn't have stayed up so late to watch the meteor shower," Trixie said to no one.

She kicked another small rock as it rolled down the road a little before coming to an immediate stop. She looked up to the sky, where the morning sun now hung, and reminisced on last night's beautiful shower. It started fairly late, and lasted well into the night. But of all the showers that she's seen in her days, none were as spectacular as the one that she beheld on this night. The stars themselves seemed to have been raining down as if the dark night sky was hiding a predator, the stars startled prey running for their lives. But what was peculiar about this meteor shower was that some had managed to puncture the atmosphere and come crashing to the earth, one of which landed not too far from where Trixie was staying that night. That is why she awoke at such an early hour this morning, to explore the meteor that landed before anypony else decided to investigate.

Trixie yawned before hanging her head, removing her starry pointed wizard hat from her head. She then shook her head along with the rest of her body, an attempt to wake herself up.

"Now is not the time for Trixie to regret not getting enough sleep," She told herself.

She levitated her hat back onto her head, then lifted the hitch to her cart with magic and tucked herself back into it, and once again the calm morning was filled with the sound of clopping hooves and creaking wheels and wood. A couple of hours have passed before Trixie reached where she believes that the meteor she's been tracking landed. She looked to the sky, then to the tree line of the forest in front of her, and after some quick calculations she deduced that what she's looking for is somewhere in the forest. But that's where the problems began, for it wasn't just any forest she stood in front of. No, the forest she stood in front of was the EverFree Forest, a well known forest to everypony that was home to countless dangerous wild animals. Trixie swallowed dryly, quickly beginning to regret ever wanting to look for the meteor. She was beginning to consider giving up for her search, and turned to go back, but something in the back of her mind stopped her from leaving. She turned her gaze back to the dark depths of the EverFree, and the nagging feeling that stopped her from leaving was now even stronger, and growing still. Something was telling her to abandon all fear of the deadly forest, to venture in and find what she sought. Soon, she felt compelled to oblige to this strange sensation, and with a flex of her magic unhitched herself from her cart and slowly made her way in.

The moment she crossed into the shadows, Trixie felt a rush of wind go past her. It was a peculiar wind, ominous almost, as if whatever conjured it was telling her to turn back and leave. It caused Trixie to shiver in a mix of cold and fear, and she found herself looking back to the light, to where her cart sat. Surely whatever's been driving her to find the fallen rock couldn't keep her from following her gut feelings and just leave. But that was not the case, as the sensation came back and pulled her attention back to the path in front of her, and without even knowing it ventured foreward. Trixie's ear twitched as a mysterious, high pitched ring softly began to sing on the thick air, and she turned her head left and right, wondering where the source could be coming from. She followed it as best she could, the sensations that led her into the forest now leading her to the sound that was becoming slightly louder as she got closer to wherever it was coming from. The ringing only grew louder as she ventured forth, almost driving her to grinding her teeth in annoyance, but it then all of a sudden went dead quiet. She looked around nervously, wondering why, until she saw the only clearing she's come across since she entered. She made her way through the thicket, and found out why it was the only clearing.

The crater that was made by the meteor was fair in size in comparison. Trixie has seen enough craters to know that much. But what made this particular crater odd was that as wide as it was, it was also fairly shallow, with a small outcropping of rock in the center of the crater, almost like a pillar. She carefully made her way down, grateful that she didn't have to descend very far, and slowly made her way in to the epicenter. There, she saw what had made the crater, sitting on top the small upheaval of rock and dirt, but it was nothing that she'd had ever seen before, certainly no meteor. Everywhere else, the earth was smoltering, still smoking from the initial impact made earlier that night. Everything but the makeshift pillar and the supposed meteor. She approached the stone, but once she got close enough, she quickly realized it was no meteor that fell here. Instead, Trixie had found what looked like some sort of amulet or chestplate, intricately carved from stone with great detail, with a small, red polished gem in the shape of an upside-down tear drop sitting in the center. She didn't know what any of the symbols that adorned the plate-like charm meant, but she's seen enough charms and trinkets to know that they were some kind of incantations to empower it. She felt compelled to approach it, but she could also feel the magic that pulsed from it, and it felt dark, evil. This evil was also strong, enough to make Trixie shudder in a nameless terror.

Suddenly the sensation of evil vanished, causing Trixie to look around, confused. She didn't have time to think it, for as soon as the evil presence was gone, she heard something in the air, a voice, soft enough where she couldn't hear it clearly, but loud enough to be noticed. Her ears twitched left and right, wondering what it was.

_"...I can sense it."_

Trixie jumped and squeaked when she heard the voice. She quickly whirled around, looking for whoever, or whatever, spoke. "Wh-Who dares sneaks up on the great and powerful Trixie?!" She demanded, receiving no answer.

_"Do not fear me,"_ the strange voice echoed. Trixie's ears quickly twitched, picking up where the voice was coming from, and quickly wheeled around, finding no one but the strange artifact in front of her. _"You harbor a desire in your heart. Yes...a desire I know oh so well."_

Trixie started to shake with fear, her eyes darting everywhere in front of her for any sign of whatever was talking to her. "Y-You know nothing of Trixie's heart, phantom! Show yourself!"

_"Oh, but I do,"_ the voice answered but ignoring the unicorn's command, _"You harbor vengeance in your heart. You desire to see one who has humiliated you suffer the way you have suffered."_

Trixie was shaking heavily now, what fear that had a hold on her was now in an iron grip. Should she wish to run now, it was impossible. How did this phantom know about that? Could it read her mind? Her heart? Her soul? She dreaded what else it could do.

_"...I can offer you the chance."_

Trixie stopped shaking, her interest quickly and oddly piqued. The red gem adorned on the artifact began to glow faintly, drawing in the unicorn's gaze, and filling her with a sensation of great power. She'd only felt this kind of power once before, when she wore the Alicorn Amulet, but the power she was feeling that was coming from this strange object vastly overshadowed that of the cursed trinket. Soon what fear she had was replaced with the heated passion of desiring nothing but seeing Twilight Sparkle suffer by her hoof, and a grin began to stretch across her face.

_"All I ask, is for you to house of what remains of my soul,"_ the voiced echoed in the unicorn's mind, _"Agree to this, and all of my power shall be yours to wield."_

"Trixie agrees," Trixie said, not even giving a moment's thought. "With such power, Trixie will make Twilight and her friends tremble before the new great and powerful Trixie!" Her horn lit up as she picked up the artifact, placing it against her chest. The relic adheres to her, enveloping in black wisps of energy, as it morphs into the shape of an amulet, slightly smaller than it's original shape, and tightens firmly around her neck. Trixie feels the exhilarating rush of all of the relic's powers, causing her grin to stretch from ear to ear, then breaking out in a cackle. The power she felt coming from this relic was wholly unfamiliar to her, practically alien, but she didn't care, for she now had the means to exact her revenge on Twilight. Her reveling was cut short when she felt a rumbling in the earth, the source quickly coming into view. It was an Ursa Minor, a large, transparent, star-studded blue bear that could clearly tower any of the houses in Ponyville. It let out an earth rumbling roar as it made it's way towards Trixie.

"Humph," Trixie scoffed as she confidently let the Ursa charge her as she polished her hoof, "You dare trifle with the great and evermore powerful Trixie?" The Ursa made no response as it quickly closed the distance between them. Trixie yawned as she turned to the Ursa, and flexed a small amount of her newfound power. She lifted the Ursa with ease as it ran, and proceeded to lift and drop it onto the ground repeatedly until it went starry-eyed and limp. She scoffed again as she gave a slight nod, sending the Ursa Minor flying backwards back into the forest, where it crashed with a thunderous boom, followed by the Minor's mewing as it ran away injured.

Trixie couldn't help herself as she cackled loudly, levitating in the air as she continued to weakly flex her new power, causing the winds around her to swirl violently, bending and swaying trees. She calmed and returned to the ground, and made her way back to her cart with haste, unaware of the black-robed figure that stood watching as Trixie left, it's large, cone-shaped helmet hiding it's true face, before disappearing in a cloud of black pixels.

* * *

><p><em>~Meanwhile, in Ponyville...<em>

It had been a restless couple of nights for Twilight Sparkle. It all started the night of the meteor shower, when she and her friends decided to meet up to watch it together. It was a spectacle for all who attended the viewing, which was pretty much the entirety of Ponyville, even those who had to wake up early later that morning. Ever since that night, however, whenever Twilight would drift into her dreams, they all shifted to the same dream, or rather, the same nightmare. They all start the same; Twilight and her friends are in the presence of Princess Celestia in her day court. But then, the room darkens, and one by one, her friends are incased in what looks to be amber pillars, crafted to look like four-sided obelisks that reached from the floor to the ceiling, their positions and faces frozen in terror. Twilight would then turn and plead to Princess Celestia to save them, only to find her being encased in a larger obelisk herself, the same fear frozen in her body and on her face. The room would begin to crack like glass then shatter as the throne room changes drastically, her captured friends and Princess remaining, going from the ivory and golden theme of the solar Princess to one of dark, cold stone. There were no windows, the only source of light coming from glowing stone orbs in metal cradles, runes and lines that lined the walls and floor that softly, but eerily, glowed in light blues and reds. And at the center of this room, sitting in a stone throne, she saw the mysterious, bipedal figure in black robes and a strange, conical helmet.

At this point, Twilight would find herself waking up in a cold sweat of terror, but it didn't end that way this time. Instead, the figure arose from the throne, then disappear and reappear in front of Twilight, causing her to fall over and stare at it, unable to move. The figure would then raise and hold out one of it's forelegs, holding it above her, then let it fall slightly. She was met with the ear-slpitting sound of glass shattering, and Twilight was made to witness as the amber pillars containing her friends began to shatter one by one, her friends disappearing in the falling shards. She wanted to scream, scream as loud as she could and command the figure to stop, but no sound came from her agape mouth. The figure then leaned over Twilight, bending at such an angle that, despite having no idea what it was, knew that such a bend was unnatural, and a portion of the helmet folded away, revealing a disgusting mouth. The figure continued to bend over more, until it was mere inches from the greatly horrified Twilight, and she could feel it's breath on her fur. She shook, waiting for what it would do to her, and only saw it's lips move, as if it were trying to communicate with her, but she did not understand any of it. It then shot straight back up, then disappearing and then reappearing next to the obelisk containing the frozen Princess Celestia. Twilight's eyes grew wide as it raised it's arm again, holding it in front of Celestia's crystal prison, then dropped it, causing the last obelisk to shatter, Princess Celestia disappearing along with it. Twilight shook with anger and shock as the figure bent back and laughed loudly, and finally found her voice and shouted loudly, causing everything around her to shatter like glass, leaving her in oblivion and causing her to fall before she snapped out of her nightmare, and back to reality.

Twilight sat up in her bed, panting heavily as sweat dripped off of her muzzle and her heart racing a mile a minute. Her mind was still fixated on the nightmare she just had, seeming almost all too real to her this time. She buried her face in her forelegs as she rubbed off the collecting sweat from her face, then she noticed that Spike, the small, purple and green scaled dragon, was looking at her with worry dripping from his face.

"Woah," Spike said, coming closer, "Twilight, you okay?"

Twilight paused a moment before nodding and putting on a fake smile. "Yes, I'm fine, Spike."

Spike looked at Twilight with some skepticism as he crossed his arms. "Clearly you aren't," he said, "You're screaming woke me up again, this time from a really good dream I was having." He came closer and spoke in a hushed tone. "You had the nightmare again, didn't you?"

Twilight looked into the little dragon's eyes and knew that there wasn't any point in hiding it from him. She sighed, the smile leaving with her breath, and nodded. "Yes, Spike. But it was different this time. It felt so...real, more real than any of the other times I've had it. There was also more to it this time."

"R-Really? How much more?" Spike asked nervously.

Twilight shook her head, trying both to remember the dream as well as wanting to forget it altogether. "That cloaked figure...the biped...it shattered the glass pillars that everypony was trapped in, including the one that trapped Princess Celestia. I'm not sure why, but it felt like it was some kind of threat directed at me."

"That actually sounds pretty scary," Spike said, a claw to his chin. He then looked to Twilight, and rested his little claw on her hoof in an attempt to comfort her. "But it's was just a nightmare. Nothing more than a bad dream, right?"

Twilight looked to Spike, and slowly began to calm as her Number One Assistant brought up a very good point. No matter how scary a dream is, it's only just that, a dream. She nodded as she hopped out of bed. "You're right, Spike," Twilight said, using her magic to perfectly make her bed. "A dream is a dream, no matter what." She came over and patted Spike on the head, who enjoyed it, brief as it may be. "Now then, let's start the day."

"Gladly," Spike said as he made his way downstairs to the kitchen to start breakfast, while Twilight went through her morning wake-up checklist. Like clockwork, Twilight managed to finish her morning routine, resetting her checklist and tucking it away back into a drawer, and joined Spike just as he finished making the last batch of pancakes. They each build their own on their plates, and dug in. "Hey Twilight, you still think that a meteor landed during the shower?"

"Of course I do, Spike," Twilight answered after waiting to swallow what pancakes she had in her mouth. "I know for a fact that one landed someplace nearby, but I'm still working on the math to find out it's trajectory, and therefore find out where, exactly, it landed." She points to the large chalkboard that rests in the main library, nearly covered from top to bottom with equations and graphs.

Spike nodded as he took another hearty bite from his stack. "Well, when you do find out where it landed, let me know. I wanna go with you when you go looking for it."

"Promise," Twilight said, nodding.

"Pinkie Promise?" Spike asked, raising an eyebrow.

"I Pinkie Promise," Twilight sighed, making all the gestures that go with the promise. The two continued to enjoy their breakfast in peace until there was a hard rapping on the door.

"I got it," Spike said, quickly hopping down from his seat and rushing to the door. Twilight heard the door fly open, Spike must've been slammed against the wall by the door, and was quickly met by Rainbow Dash, huffing as she tried to catch her breath.

"Rainbow Dash?" Twilight asked, coming down from the table. She then saw the worry on her friend's cyan and rainbow-maned face, causing her to return the expression. "What's going on?"

"Trixie," Rainbow Dash managed to spit out. She took another moment and caught her breath, and looked to her friend. "She's back. Again."

"Trixie?" Twilight pondered, raising an eyebrow, "Why is that so bad?"

"Why?" Rainbow asked, " WHY?! Twilight, she's calling you out again!"

"Again?" Twilight scoffed. "Rainbow Dash, you and I both know that after we helped her get the Alicorn Amulet off, she was done with that."

"That's not what she's saying," Rainbow said, poking at Twilight's chest. "In fact, she's saying that she's found something even stronger than the Amulet. She's even going on about how she tossed around an Ursa Minor like it was a rag doll after she found this new power!"

Twilight's jaw dropped, along with her skepticism. She quickly got up and close to Rainbow Dash, studying her face and hoping that she was kidding, but she only saw sincere worry on her face. "That's impossible! What could be possibly more powerful than the Alicorn Amulet? And more importantly, how did she get it?"

"Beats me," Rainbow Dash answered, shaking her head, "So what are you gonna do?"

"Honestly, I don't know," Twilight answered rather quickly, hanging her head. She and her friends had enough trouble when they tried to separate Trixie from the Alicorn Amulet. Who knows how much trouble they 'll have to go through in order to separate her from something even more powerful than that, if she can be at all? Twilight shook her head at the thought, then quickly met eyes with the cyan pegasus. "But anything's better than sitting here and doing nothing."

"Now we're talking," Rainbow nodded in agreement. She made her way back to the door, Twilight on her tail. Twilight stopped to move the door, and saw Spike still flattened against the wall. She used her magic to peel him off the wall and inflate him, then levitate him onto her back.

"C'mon, Spike," Twilight said rhetorically, and dashed out of the library, where Rainbow was trotting place waiting for them.


	2. Chapter 2

**CHAPTER 2**

* * *

><p>A sizable crowd had already started to gather at the center of town, and was growing with each passing minute. Twilight had to nudge, wedge, and wiggle her way through the thick crowd, Spike fighting with gravity just to stay mounted, with Rainbow Dash right behind them. Twilight had to mutter out several "Sorry"s and "Excuse me"s before she finally made it to what she believed to be the center of the crowd. She poked her head between two ponies's shoulders, muttering one final apology, and managed to wedge the rest of herself into the innermost circle of spectators that left a moderate sized clearing in the center. Rainbow lost her patience some time before, and favored flying right over everypony and straight to Twilight.<p>

"Twilight!" somepony called out to her, but Twilight easily recognized who that somepony was. She turned to her right, and just as she'd correctly guessed, Applejack, an orange mare with a blond mane and tail wearing a cowpony hat, dashed up to her friend's side. Right behind her were the rest of Twilight's and Rainbow Dash's friends, The white and purple and styled maned unicorn Rarity, quiet and timid Fluttershy, a butter yellow and pink maned pegasus, and the pink party pony with the ever frizzy pink mane, Pinkie Pie, who decided to bounce over happily instead of worriedly trotting over to the rest of her friends.

"Girls," Twilight answered, trotting only a couple of steps to meet her friends technically halfway. She looked over each of their worried faces, with the exception of the ever-peppy Pinkie, before continuing. "Is it true? About Trixie finding something stronger than the Alicorn Amulet?"

" 'Fraid so, sugarcube," Applejack answered, the worry on her face growing. "An' the magic she's gettin' from it is jus' as terrible."

"Oh, but not as terrible as it's appearance," Rarity added, the fashionista believing that she's pointing out the more important factor, which would be, and always will be, appearance. "It's such an ugly...thing. It was as if it were carved from stone. STONE! The worst thing to make ANY accessory out of, magical or not! It's just...criminal!" The drama pony put a hoof to her forehead, overly sending the point home. "Why, the only thing even remotely WORTH mentioning about it is the red ruby set into it."

Applejack looked to Rarity dully, an eyebrow raised. "Seriously?" she asked rhetorically.

"Um, I have to agree with Applejack," Fluttershy managed to whisper out. A look of concern and fear hung on her face. "Whatever magic Trixie found, it doesn't feel right. Kinda like the Alicorn Amulet, but...i-it's something...more." Fluttershy lowered her head, but not looking down. "I can't put my hoof on it, but if I were to say anything, it would be...evil. Just plain, black evil." Fluttershy shuttered as her body sank at the thought, and the others weren't far from following the shy pegasus's lead.

Before any of them could say any more, the crowd on the opposite side started to chatter and part, and walking down the clearing, and towards the center clearing of the crowd, was none other than the other pony that everyone had gathered to witness. Trixie carried herself with a vain pride that was easily read on her face, as well as her stride, the cursed object in question never moving from it's spot as she walked, and looking on either side of the parted crowd as she made her way through. When Trixie made her way past the last of the ponies that gathered, the ponies reformed into a thick wall of spectators behind her, and her gaze quickly and sharply fell to Twilight, who stood out in any crowd in Trixie's opinion.

As she stood on the other end of the clearing, Twilight was able to experience what Fluttershy had just described to her and the rest of her friends firsthand. Even from the distance between them, Twilight felt it, but her friend's description hardly did it any justice. It was black, in every sense of the word, intense, and heavily oppressive, producing a pressure wave that felt like it was being directed at her and only her, as every other pony there watched on as if they couldn't sense a single thing. Another way she could describe it was like being beaten down by the rays of the sun on a hot summer day, but instead of heat it was just this...blackness...that Trixie, or rather, the strange amulet that clung to her neck, was radiating. Twilight shuddered hard as it washed over her, and knowing that prolonged exposer to such evil was never good, she had to find a way to get it off of Trixie and fast.

"Well, well, well," Trixie said mockingly, snapping Twilight back to the here and now. "Just the unicorn Trixie was waiting for so patiently for. Trixie was wondering when you'd show up." She glared and grinned evilly at Twilight, who swore that she saw Trixie's once soft violet eyes quickly shift to and from a sickly yellow.

Twilight shook it off as she came forward, the intense dark magic pressing against her whole body. "Trixie, what's going on?" Twilight said firmly yet gently, "I thought you and I were over this whole thing?"

Trixie raised an eyebrow, her sinister grin turning into an uncaring frown.

"Over it?" she asked, and few ponies began to back away as the dark energy started to weakly radiate upward and out, like the plume of a flame.

"Over it?!" Trixie stomped her hoof, causing the invisible darkness to gush out for an instant. "Oh, it was never over, Twilight Sparkle! Yes, Trixie was grateful for you and your friends from releasing Trixie from the hold of the Alicorn Amulet. And yes, Trixie felt remorse for making all of Ponyville suffer while Trixie was out of her right state of mind, drunk with power."

Trixie's growing anger and raising tone was feeding the plume of black magic that was still growing, causing Twilight to shield her face with her foreleg from the invisible but strong energy. Several ponies that had front row seats began to lose their nerves, starting to feel the dark magic for themselves, and turned and pushed their way out of the crowd, wanting to get far away from this, having enough.

"But Trixie never said that it was over! Trixie has suffered greatly from the humiliation you put Trixie through, Twilight Sparkle! Trixie became a laughing stock wherever she went, unable to do any business and forced to walk the lonely countryside, Trixie begging for whatever she can!"

Twilight waited for a break in the unicorn's ranting before she could speak. However, she was a little more distracted by the amount of power that Trixie was exuding just from her raised emotions. Twilight sensed that most of that power was coming from the strange relic, and as she became more emotional, she sensed something was off about it. She couldn't put her hoof on it, but she knew that something wasn't right. She lowered her foreleg and put on a face of fearlessness as she addressed Trixie.

"You became a victim of your own arrogance and pride, Trixie!" Twilight finally retorted, almost shouting, "You became so full of yourself! Even now, you think what I've done to you was some sort of crime! But you were the one who bragged and couldn't follow through, Trixie, and you risked the safety of Ponyville in doing so! You needed to be shown the error of your ways!"

Trixie's harsh expression began to soften as her anger started to settle, and Twilight thought she got through to the prideful pony. But that hope was quickly dashed when the dark relic exuded a heavy pulse, and Trixie quickly shook her head, her face showing signs of unknown pain, then looked back to Twilight, the once softening anger now burning with full force again as she scowled at Twilight, her eye color switching to and now staying the sickly yellow.

"Silence!" Trixie barked.

It went further than that, as her anger began to climb quickly, the dark plume now pushing past the halfway distance between them, and the earth gave a weak shake. What ponies that either couldn't sense the ominous flares or ignored them for the drama that was unfolding in front of them became startled by the swift and weak earthquake, and it didn't take them long to connect it to Trixie's growing rage and her newfound power. Some shuffled nervously in place while others huddled with friends and family for comfort, but everpony were starting back away very slowly, the center clearing becoming a little bit larger. Twilight's plan B of settling with Trixie was working where plan A had failed miserably, as the magnitude of the dark energy Trixie continued to rise, and, for Twilight, making it easier to read. She used a discrete amount of her magic to determine how a stone relic could be housing such power, and quickly got an answer. But it was an answer that even Twilight couldn't have expected, and it had caused her to gasp in shocked fear and surprise. The stone relic was, in fact, the source of Trixie's newfound power, but went deeper than that. The relic was that of a parasitic nature, for as Trixie used more of this newfound power, the dark relic was draining her of her own magic, as well as her life force. Twilight gagged at the thought of what could and will happen to Trixie if they didn't get the cursed thing off of her, but composed herself quickly. She backed away, faster than she thought thanks to the escalating pressure coming from Trixie's dark magic making her back away faster, then turned to her friends.

"Twi, what in tarnation is goin' on?" Applejack asked, shuffling as the earth slowly stopped quaking.

"It's worse than we all thought!" Twilight said sternly, gaining the attention of her friends. "I probed the magic of Trixie's amulet, and...well, it's sucking the life out of her!"

Gasps came from everypony there, including Pinkie, who stopped bouncing and had the lowest hanging jaw of them all, nearly touching the floor.

"We have to get that thing off of her before she..." Twilight hesitated to finish her sentence, not wanting to think about it, then shook her head. "We have to do something, anything!"

"Leave it to me!" Rainbow Dash exclaimed, leaping up and taking to the air. She blasted at a brisk speed, aiming directly for Trixie, cutting through the pressure she exuded.

"Rainbow Dash, wait!" Twilight pleaded, but it was too late to stop the headstrong pegasus. Trixie saw the rainbow pony come for her, but didn't flinch as she lit up her horn, which glowed a mix of the unicorn's blue magic with a blotchy orange and black clouding. A black, liquid-like wall of strange magic was raised between her and Rainbow Dash, and the rainbow pegasus gasped as she tried to stop as fast as she could, screeching noises being made, but she came in too fast and too close, and hit the wall muzzle first with force, causing it to ripple. Rainbow Dash then bounced off the wall, landing a bit in front of her friends, and she got to her wobbling hooves as she rejoined her friends.

"You okay, Rainbow Dash?" Applejack asked.

"Uhhh...," was all that Rainbow Dash could say at first as her eyes swam in her head. She shook her head back to her senses, then nodded, rubbing her forehead. "Yeah, I'm fine. But how did she react so fast? I came in as fast as I could, granted that there wasn't much distance between us."

"Fools!" Trixie said, gaining the attention of Rainbow and the others. "You think anything you can do can stop me?" She flexed her magic more, and she repeated what she had done back in the EverFree Forest. Strong winds began to swirl around her, causing the crowd to look around even more nervously. Trixie's eyes shut as she began to slowly rise as she levitated herself off the ground, then raised her forelegs as her horn glowed the same mixed colors, casting dark clouds and suddenly blot out the midday's sun. The boom of thunder and blinding flashes of lightning were the final straws that snapped, and suddenly the crowd disbursed in a clammer of hoof falls and panicking screams as everypony ran for their homes as if their lives depended on it. The only ponies that stood their ground were Twilight and her friends, who watched on as well as several ponies that were merely frozen in a mix of fear, shock, and awe. These ponies eventually snapped out of their trance, and two literally fell over each other as they crossed paths to go back to their respective homes. Trixie eventually opened her eyes, showing that her eyes were now glowing in the same sickly yellow that took over her natural eye color, causing Twilight and her friends to gasp.

For the six of the seven friends, They'd only seen one other pony able to produce so much magic that said pony's eyes would shine pure magical energy, and that was Twilight. But now that was no longer the case, for Trixie was now the second pony they all knew that had such focus and power. Trixie hung there in the air, motionless, before she moved her head down, facing to where Twilight and the others stood. They watched as Trixie's head began to tilt to the left, more and more until it reached it's natural limit, but their jaws suddenly dropped when they heard an audible, echoing snap as her neck jerked quickly past it's natural angle. Heavy groans could be heard on the air, and the six looked around for what the source could be. They didn't have to wait or search long, as two nearby houses behind the floating unicorn were engulfed in a mix of blue and orange-yellow and powdery black magical energy, then suddenly and violently pulled out from the earth, foundations and everything. Screams could be heard from inside these homes, and two windows opened from the house on Trixie's right, one window opening on the house on her left, as the homeowners looked out to investigate. They didn't have to look outside long to realize that their respective homes were now floating in mid-air, and quickly shut the windows, likely finding a place to hunker down inside.

Twilight and her friends simply stared in disbelief as they witnessed the feat they were watching. But while her friends were in utter shock, Twilight noticed one of Trixie's forearms move forward, then moving up. Suddenly, the memories of last night's dream began to replay in her mind, and had the sinking feeling of what Trixie, in her blind state, was going to do.

"Everypony, get behind me!" Twilight shouted as she looked over her shoulder, snapping her friends out of their trance, leading them into confusion. She scrunched her face in frustration as they hesitated. "I'll explain later! Just do it, trust me!"

Her friends only looked more confused at Twilight's command, but they quickly looked up, saw Trixie's raised foreleg, and soon put two and two together. They shook it off and nodded as they gathered behind her, huddling together as tight as they could. Once Twilight felt that her friends were close enough, she turned her attention back to Trixie and her potentially crushing weights, and started to focus her mind as she tried her best to summon up as much magic her small frame could carry. Her horn glowed and sparked a brilliant pink, but she knew full well that she wouldn't be able to stop a flying house, let alone two. No, instead she was prepared to teleport herself and her friends away as soon as she saw that foreleg come down, along with the houses, but to Twilight's and everypony else's surprise, Trixie never followed through.

Instead, she started to twitch erratically, to the point where she looked like she was starting to struggle just to maintain. Her glow from her horn began to flicker out, eventually extinguishing itself, as the houses were no longer surrounded by magic and gravity took over for them. The houses landed perfectly where they were uprooted, the sound of plates and other delicate things shattering being audible from outside, as well as short screams from the ponies inside. The winds died and the clouds parted, allowing the sun to shine forth strongly in the midday position, but Trixie remained in the air, now grasping the sides of her heads with her hoofs, loud grunts and cries being heard as if she were wrestling with the worst migraine imaginable, not noticing her pointed hat falling to the ground at Twilight's hooves. She was then suddenly jerked to the left in the air a fair distance before coming to a sharp stop, Trixie giving a grunt/squeak mix as she did, then again to the right. Trixie groaned as she hung in the air, as if there was a single string through her back holding her there, before she was jerked higher by this invisible string, then to the left, and then coming back down to the hard earth as if she were smacked out of the air hard.

Twilight and the rest flinched and gasped as Trixie landed, and watched helplessly as she lay limp. To their relief, Trixie groaned and managed to slowly get to her hooves, clearly exhausted and in pain from whatever happened to her. Trixie huffed and groaned as she staggered to stay standing, looking to Twilight with her now normal eyes, but didn't have the time to recover as the charm on her neck started to flicker and spark orange. The sparks turned to small bolts of energy as they traveled up and connected to her horn, and she screamed in pain. She twitched and shook as the currents charged through her head, shaking her head in an attempt to make it stop.

Twilight and the others could only flinch and watch, and in Fluttershy's case, peek through hoof-covered eyes, as they saw Trixie writhe in pain. Twilight decided it was enough and attempted to rescue Trixie from her torment, but Trixie disappeared in a flurry of black pixels before she had the chance to even approach her, leaving her and her friends in a flurry of mental questions. Twilight bit her lower lip in shame, then looked down and picked up Trixie's hat with her teeth. From behind, she could hear the soft whimpering from Fluttershy that quickly grew into a quiet sobbing, then heard Rainbow Dash mutter something under her breath to her in hopes of soothing her shaken friend.

"Twilight," Spike managed to speak up, parting to the front of the group, "What in the wide world of Equestria just happened?"

Twilight didn't even shake her head as she flipped Trixie's hat upward and having it land square on her head. She turned to her friends, the events that they all had just witnessed leaving them shaken to the core, assuming that nothing deeper existed to be shaken, then looked at Spike. "Something...," She began, still shaken herself as she tried to put a simple sentence together, "S-Something that's clearly out of our league."

Spike and the others simply gaped at Twilight's out-of-left-field response, even Fluttershy, who looked up from her curled up frame with her big, tear-filled eyes. Never had they ever heard from their knowledgable friend that they were in something they couldn't handle on their own. Her mind starting recollect itself, Twilight figured that with no verbal response, she could continue.

"But I do know this much; Trixie is in serious, life-threatening danger. And it's not just her. All of Equestria could be at risk."

"Now wait jus' an apple buckin' minute," Applejack said, her face a mix of confusion and frustration, "Jus' what do you mean all of Equestria's could be in danger? Ya don' honestly think Trixie would go so far as tuh threatenin' everypony in Equestria?"

"It's not Trixie that I'm afraid of," Twilight said in a firm tone, taking a step closer to her friends, "Its that cursed charm! Whatever Trixie was doing, she wasn't doing it fully on her own. That...thing around her neck seems to have a will of it's own, sucking away at her mana and her life force, all while possessing her to do terrible things!" She looked to her friends, all having worry stuck to their faces as they witnessed Twilight raise her voice. "You all felt it, too. I know you did if I could. Whatever that charm is, it's nothing but pure evil, and it's manipulating poor Trixie towards something, using her emotions against her! Who's to say that it won't persuade her to do something worse? Or worse, it forces her against her will?"

Each of Twilight's friends cringed as their own scenarios began to unfold in their minds, then looked to each other in recognition as Twilight's point went home with each of them.

"We need help," Twilight said, "And not just any help."

"A letter to the Princess then," Spike asked.

"That's right," Twilight nodded, "C'mon girls. I have a feeling that whatever's going to happen next, we shouldn't separate." She turned to face the direction of her home and of Ponyville's library and made her way back, with Spike and the rest of her friends right on behind her.


	3. Chapter 3

**CHAPTER 3**

* * *

><p>Princess Celestia's attention was taken when she suddenly felt a disturbance. She couldn't help but feel compelled to look over her shoulder to the nearest window, where down in the field mostly surrounded by rolling hills and on the edges of the EverFree Forest rested Ponyville. A transparent reflection of herself could also be seen in the window, as her head was directly in the center of the view of the small town below. Her suspicions were confirmed when she felt that the disturbance was resonating from there, but new ones arose when it suddenly diminished and eventually vanished.<p>

"Your Highness?" the commoner pony before her said, quickly pulling her attention back to the court session she was overlooking.

"Em, yes," Princess Celestia answered, giving a quick, discrete throat clearing and returning to her regal duties. "Do no fret, I will personally see to it that the disputes over the borders over your land with the noble pony that borders yours is settled fairly."

"Thank you, your Highness," the commoner pony said, bowing sincerely while the noble pony beside him scoffed unhappily and did the same. As they both turned to leave, Princess Celestia couldn't help herself as she sighed. And as she tried to clear her mind for the next case, it was quickly disrupted when her attention was taken again. It was the same strange disturbance she had felt earlier, this time she was sure that it was definitely coming from Ponyville, but it was stronger than the first time. Princess Celestia rose from her throne and took a couple steps forward before addressing the guards on either side of her.

"There is something I must see to. Please inform those who are next in line as well as the others waiting for court that I will return momentarily." Princess Celestia instructed. The two guards gave a quick salute before leaving their ruler's sides and the throne room. Princess Celestia's horn shimmered in a golden magic as she teleported to a balcony that overlooked Ponyville more clearly than she could from her throne room. Once outside, the disturbance was able to be felt more clearly by Princess Celestia, and causing concern to grow in the pit of her stomach. The disturbance was some powerful kind of magic, that much she could easily tell, but the magic was the likes of which she had never sensed before in the incalculable length of her lifetime. It was also evil, a kind of evil that she herself had experienced during the time of placing such evil in Tartarus. Were she quick to judge, she would have assumed that whatever evil she's feeling from Ponyville must've escaped from Tartarus, but she was familiar enough with each and every entity of evil that she herself dragged into the infernal prisons that whatever was in Ponyville did not break free from Tartarus. That realization made Celestia shutter at the thought of what could possess such magical strength, and she became sincerely afraid for the first time in ages.

"Dearest sister?" Luna's voice came from behind Celestia, which caused the silvery alicorn to jump in startle. Celestia quickly whipped her head around to see her younger sister, whom she assumed teleported directly to her since she was still in her blue night sky pajamas and fluffy blue slippers.

"Luna!" Celestia said with a huff. She took a deep breath before continuing, "You startled me. May I ask why you're awake? It's almost one in the afternoon, and you need your rest."

Luna simply looked out over the balcony and pointed her chin to Ponyville. "We hath felt a great power coming from Ponyville, and hath come to investigate," She looked to her older sister with sleep still in her baggy eyes and yawned, covering her mouth with her foreleg. "But it seems that you hath started before I."

Celestia nodded slowly as she turned back to Ponyville. "Yes, Lulu. In fact, it was serious enough where I had to put day court on hold so I could sneak out here and see for myself." Her tone became lower and more serious. "Tell me, can you feel it? I mean _really_ feel it?"

Luna looked at Celestia with a puzzled expression, then looked back to Ponyville. It only took a moment before the same loooming fear that had Celestia in it's clutches had Luna. Her tired demeanor seemed to dissolve as she became more alert to the situation. "Tia...this magic is none like we hath never seen!" Luna focused more as she wiped the sleep from her eyes and joined Celestia's side. "We can also sense the evil that powers it. We cannot recall what beast or demon from Tartarus could demonstrate such wrath."

"I know," Princess Celestia said, nodding in agreement, "We have fought many great evils and dragged them to Tartarus. But this dark magic is not from Tartarus-"

The princess was interrupted when the dark magic they've been sensing carefully suddenly erupted with great force, and was followed by strong gusts of wind. Both Celestia and Luna shuddered from the blast and were rendered speechless. The winds themselves felt as though they carried the evil magic in the air, sending chills up and down their spines and wings. They witnessed with gaping mouths as the foul winds brought forth dark clouds that blotted out Celestia's sun and the beautiful blue sky, and streaks of lightning and booming thunder could be seen and heard echoing across the sky. From below, the two princesses could hear the growing panic of Canterlot's citizens as they scattered to run back to their homes in an attempt to flee from the unnatural storm. But the storm raged for only a few minutes, and both Celestia and Luna both felt the evil magic suddenly and violently fluctuate, ultimately weakening. The winds stopped as the clouds parted and dissolved, allowing the bright rays of the sun to burn forth once more, and soon all was as it was before. The evil magic shrank down, back towards Ponyville, nearly becoming so weak that neither princess could sense it, before it suddenly vanished.

Both Celestia and Luna stood motionless as they kept their focused gaze on the small town for what seemed like hours, but it in reality was only a couple of minutes. Luna was the first to move as she sat down with a thud and looked to Celestia. "What...what in Equestria happened?"

Celestia could only shake her head in her first response to her sister, as well as in disbelief and in an attempt to collect herself. "I'm afraid I do not know. But I have no doubt that we will be expecting a letter from Twilight Sparkle about this, hopefully with some kind of explanation to these events." She turned to look at Luna. "I also have no doubt that they will be asking permission to carry the Elements of Harmony. If we could feel the evil in this unknown magic from here, then she and the others no doubt felt it as well."

On that note, Luna nodded to her sister before taking another glance back down to the pony village, and was once again truly terrified. Not for herself, at least not wholly, but for the safety of every single pony she had worked so hard to befriend during the last Nightmare Night celebration, especially Pipsqueak, Twilight Sparkle, and her friends. The urgency of the matter only brought her back, and soon she and Celestia quickly teleported away, no doubt awaiting for Twilight's letter and preparing to transport the Elements at a moment's notice.

* * *

><p><em>On the fringes of the EverFree Forest...<em>

Trixie had come to after almost half an hour of unaccounted time, the first and foremost thing she noticed was the skull-splitting headache. Thankfully for her it didn't last long, and she attempted to move any part of her body. She hurt all over, but she could move, and she struggled to rise to her hooves, having to resort to leaning against a nearby tree. Looking around, she realized that she had to be in the EverFree, probably fairly deep in since she could still see little to no sunlight from the canopy above. Once she got comfortable, she tried to piece together the last bits of memory she had before waking up. Unfortunately, she couldn't remember much, as the last thing she could remember was shouting "Silence!" and feeling the sensation of overwhelming magic mixed with her own anger before blacking out. Trixie sighed as she rubbed the left side of her neck, the one pain she couldn't explain, nor did it quickly dissipate after her coming around like all the other pains.

It was when she was rubbing her sore neck that her hoof scraped against the stone choke, and she suddenly remembered the cursed amulet that's still firmly secured around her neck. Trixie suddenly remembered the very last moments in Ponyville, along with all the sensations of pain that were tied to them. She remembered seeing Twilight and her friends's faces as she was jerked around violently in the air before crashing back down, then having the equivalence of being painfully electrocuted, from her horn no less, as the amulet seemed to recoil. Trixie quickly became overcome with fear, afraid of what she might do to set it off again, and attempted to yank off the cursed charm, but it would not come off. Trixie tried pulling off over her head, but the stone choke was firmly fastened to her, causing the unicorn to yelp with sharp, brief pain with each tug she attempted.

"Cursed thing!" Trixie shouted, stomping in frustration. She sat on her haunches and tried to pull it off with both forelegs, but it still resisted. "Why won't you come off?!"

"_Foolish creature..._," A voice that Trixie recognized as the voice that coaxed her to putting on the relic spoke as if in the air as well as in her own head.

"Fool?" Trixie said, her fear mixed with anger, "Trixie is no fool! Trixie demands you show yourself and take this amulet off!"

The voice didn't respond, but Trixie felt a brief _swoosh_ from behind her, and suddenly felt like something was behind her. She very slowly turned her head around, and her eyes grew wide as her pupils shrank to pinholes as she saw a tall, bipedal monster standing still behind her. It wore black robes that pinched at it's feet, with strange markings and lines in various blues and reds, and long sleeves that covered it's arms. It wore what could be described as stone armor that went as far as each shoulder and down to the center of it's chest, where Trixie saw a missing piece that her cursed amulet would fit perfectly in, and a strange, cone-shaped, fiendish helmet, as it looked like it was made of the same material as the creature's pauldrens, that was highly carved and decorated, and stood disproportionately high.

Trixie was overcome with pure horror as she screamed and ran away from the demon as fast as she could, dodging several trees as she cut through the forest. After running a good distance, she turned and looked back as she ran to see if it was following her, but saw nothing. She then slammed hard into whatever was in front of her, and she groaned in pain as she rubbed her hurting head. Her vision swam for a moment before her eyes corrected themselves, and she looked up and expected to see the tree she had just run into, but to her horror, there was no tree in front of her. Instead, it was the black robed monster she had ran so far away to escape, standing ominously still. Trixie panicked and aimlessly scooted and flailed to get back to her hooves, but found herself only pushing herself back and up against a tree, her legs shaking and weak with untold terror.

"Wha-What are you?!" Trixie managed to word out, fear having a hold on her mind as well as her body. The monster didn't respond, only remaining perfectly still like a statue. Instead, she was caught off guard as she was suddenly jerked into the air, the charm around her neck the only thing that's levitating, and was pulled up close to the creature at it's eye level. Trixie gasped and struggled as she kicked and flailed for air, and once again trying to wrench herself from the cursed object's clutches that now had her like a noose. Her forelegs were then pulled out to her sides, and found herself being magically supported by them instead of by the amulet, and Trixie coughed and wheezed as she took in short but satisfying breaths. Her head was jerked upward by her horn by the same unseen forces that held Trixie in the air, and soon was eye to eye with the monster.

"_I am the spirit that dwells within the relic,_" the creature spoke, the words echoing in Trixie's mind. She remained silent, horror flooding her mind. "_As well as the spirit that now dwells within you. My name...is Zant_."

Trixie felt as if she couldn't possibly be more scared, even if she wanted to. She now knew that whoever -or whatever- Zant was, he was evil in every sense of the word, and was able to use magic that has never been seen, felt, or practiced in Equestria, making him all the more dangerous.

"T-Trixie demands you remove your amulet from her, now!" Trixie shouted shakily, her fear trumping her better judgment.

"_Foolish creature,_" Zant said. Trixie then kicked and screamed in pain as she felt her forelegs being jerked in opposite directions, threatening to dislocate if any more force were to be used. "_The moment you placed my relic upon your neck, you sealed your fate. It will never come off._"

Trixie's eyes began to water as the pain was starting to become unbearable. All of it stopped as she suddenly felt she was weightless, then fell as gravity took over. She staggered to get on her hooves, but her mind and body began to feel weak. She collapsed on herself, and felt her consciousness begin to slip away as her vision blurred. Soon all was dark, Trixie fainting at the hands of Zant, who stared down at the blue pony coldly before he dispersed in a cloud of black squares. The squares floated lazily in the air momentarily before they all stopped and suddenly turned and flew into Trixie's body, who remained silent and still. A lone pixel drifted down like a snowflake until it touched down onto Trixie's left foreleg, where it began to multiply and spread over a small area of her foreleg, coloring it pitch black. A cyan blue neon line began spiraling at the top of her hoof then crawled up the blacked out area, turning and branching out at perfect 90-degree angles and perfect semi-circles as it twisted and turned, before stopping two-thirds of the way up. A similar type of line pattern was developing on Trixie's forehead and around the base of her horn, though it wasn't in a neon blue light but rather just regular, darkened marking. Trixie's eyes shot open, her soft violet eye color now yellow once again, and she got to her feet quietly and slowly, then turned to face Ponyville.

"And you are my puppet until I no longer have use of you," Trixie said, her voice now that of Zant's. The possessed pony made her way back to the edge of the forest until she was met with the bright sun and flat, green hills and plains. She stopped as something caught her eye, and saw the city of Canterlot perched on the side of a mountain. Zant penetrated Trixie's mind, prodding and searching for any information on the strangely placed city. Met with little resistance, he found the memories he needed, learning what he can nearly instantaneously, and his twisted mind was already plotting for conquest.

"Ah, a palace on the mountainside," Zant said through Trixie, "What a wonderful epicenter to begin my new reign as King!"

"_You're plan will never succeed!_" Trixie said from within, "_Canterlot is well protected! By now Princess Celestia would have already been informed by Twilight Sparkle, and are planning to capture Trixie before she or you do any more harm! You will never be able to even get into the city after what happened in Ponyville!_"

"You underestimate me, my feeble puppet," Zant said coldly, "I was able to conquer not one, but two kingdoms in the past. What makes you think any force can stop me from doing so again with a third kingdom? " Trixie didn't respond, but Zant continued. "However, I do believe this conquest will be different. There will be no Hero to stop me, nor will your pesky Princess ever hope to challenge me. My rule will be absolute this time!"

Zant's amulet began to spit out orange and red sparks, climbing up Trixie's neck and head until they connected with her horn which began to glow the same mix of red and orange. A small ball of magic and pulsating black pixels developed at the tip before it broke off, dividing into six parts shortly after, then flew in opposite and equal directions with three on either side of Trixie before they gave a small crack, dispersing a small flurry of tiny black pixels and red energy. The pixels then grew in size and multiplied until they covered a large, square-like area twice the size of Trixie before they stopped. Red neon symbols began to glow as matching red neon moving spirals appeared and sank into the two-dimensional planes, from which Zant summoned his monsters. Heavy, echoing footsteps could be heard from these portals as a large, spindly black beast shuffled their way out of each two-dimensional portal, their large, flat, ornate heads showing no emotion. Compared to their master's possessed form, they towered over Trixie by at least twice her height, matching the height of Celestia herself should she had stood hoof to toe with one. They hissed as they turned their large heads towards their master, their long tendrils from the top of their heads and smaller ones at the bottom swinging lazily, as if awaiting orders.

"Go into the nearby town," Zant ordered, not moving a muscle, "Wreck havoc, and remove all those who would stand in my way. Let them know what true despair is like!"

The six beasts each gave a hissing roar before they suddenly broke into a dash and quickly made their way towards the unsuspecting town. The Zant-posessed Trixie remained in place for a moment before teleporting away, disappearing in a flurry of pixels.

* * *

><p><strong>Author's Notes:<strong> Okay, so this was _supposed_ to be stuck into the end of the Chapter 2. But, like the dunce that I am, I was so hung up in making sure the chapter was _just right_ to be published that it slipped my mind before I realized what I wanted to add.

But I digress. I wanted to inform you, the readers, that the first three chapters (the previous two and this one) are relatively short, but after this chapter they'll be at least twice as long, so I hope you look forward to that! Also, I'd like to mention that I have the first seven chapters pre-typed, so you can expect a weekly update for the next four weeks, but after that I'm sad to say that we'll all be at the meercy of my creative whims.

I also highly encourage each and every one of you to leave comments as you see fit, since I'm really looking forward to reading how you all think of my first fanfic to have reached over half a dozen chapters, praise or criticism. But more importantly, I just want you all to enjoy the story.

_See you next time, Space Cowboy..._


	4. Chapter 4

**CHAPTER 4**

* * *

><p>The moment Twilight and friends entered the library, Spike dashed ahead, already scrounging for a quill, a scroll, and some ink, tossing away empty bottles and ink holders. Meanwhile, Twilight and the others gathered around the large wooden table at the center of the library, the initial shock from what happened in town had yet to fully catch up to them. Twilight was probably the only one who had the full weight of the event sink in as she paced nervously, composing the contents of her letter in her head, which explained why she had no idea what to do and why she opted out to simply and immediately report to the princess. Spike had found everything he needed, and quickly scurried to Twilight's side, quill at the ready. Without a moment to lose, Twilight stopped pacing and recited her letter to Spike as he wrote.<p>

_"Dear Princess Celestia,_

_"There is an emergency in Ponyville that you simply need to know, as it could threaten not only Ponyville, but potentially Canterlot and all of Equestria. The unicorn Trixie has found a dark and powerful amulet in the EverFree, and used it to challenge me once again. This came as a complete surprise, as we believed that after the incident involving the Alicorn Amulet, Trixie finally realized the error of her ways and turned over a new leaf. But I believe that this newfound passion to defeat me came from the influence of the mysterious charm, and she has claimed it to be far more powerful than the Amulet. And after what was seen by myself and my friends, and by that extent a good majority of the citizens of Ponyville, this charm of hers is indeed much more powerful than the Alicorn Amulet. But there is more to this than just some magical item, and it's why I write to you now._

_"While the magic of this charm, which I will call the Shadow Amulet for now, is powerful, but it is also completely alien, the likes of which I've never sensed or seen before. It is also saturated with evil, stained by darkness, and parasitic in nature. I am also convinced that the Shadow Amulet is cursed in some way, even possessed by an unknown, evil entity, but there is little evidence to conclude that just yet. Whenever Trixie used the Shadow Amulet to amplify her own, I could sense the Amulet siphoning a percentage of her magic, as well as her life force, and I'm afraid that if nothing is done soon, Trixie could be in mortal danger. The Amulet also seems to have a finite amount of magic that can be used at a time, because after Trixie whipped up a storm out of emotion, then levitating two full, two-story houses right out of their foundations, everything stopped, then she was tossed around in the air like an in-game tennis ball before coming back down to the ground, and before she could recover the Shadow Amulet recoiled and shocked her with what I could describe as the shadow magic that originates from the Amulet itself before being teleported away._

_"I have no idea where Trixie was taken by this cursed charm, as I believe that the Shadow Amulet has a will of it's own, as well as a personal agenda of some kind, and I fear that today's events could be the heralds of even worse things to come if we don't find Trixie and help her. I'm afraid of what might happen in Ponyville and the safety of all of Equestria, but I'm terrified at the thought of what might happen to poor Trixie if we don't help in time._

_"You're faithful student,_

_Twilight Sparkle"_

Spike quickly finished with a "Done," before Twilight levitated the letter, sealing it with a wax stamp, then handing it back to Spike. He took a quick but deep breath before exhaling a green flame, the scroll quickly and completely consumed before disappearing, the cloud of sparkling, magical ash produced quickly disappearing. He and Twilight then joined the other's at the table, where all they could do now was wait patiently for Princess Celestia's response.

"Oh, this is bad," Fluttershy said nervously, putting her hooves on the sides of her head, "So very, very bad. I...I don't feel so well."

"Hey, it'll be okay, Flutters," Rainbow Dash said assuringly. She puts a hoof on her friend's shoulder. "If anyone's gonna know what to do, it'll be the Princess. I'm sure she's already read Twilight's letter and forming a plan as we speak."

Fluttershy looked to Rainbow Dash then around to her other friends, and saw in each of them a comforting look of hope and confidence in her words. She took in a deep breath, then nodded as she collected herself.

"Y-You're right," Fluttershy said, "Princess Celestia will know what to do, and then everything will be alright."

As Fluttershy calmed down, a thought came to Applejack that caused her to look to Twilight, something obviously something on her mind.

"Say, Twi'," Applejack said, gaining her friend's attention, "About whatcha mentioned in yer letter. Ya said that y'all felt like that what happened in Ponyville is only gonna be the beginnin' o' somethin' bad comin' our way. Yuh don't really think tha' somethin' worse is comin', do yuh?"

As Applejack asked her question, she gained everybody else's attention to the new direction that the conversation was going, and soon all eyes were on Twilight, waiting for her answer. She looked at each of her friends, then sighed after a pause.

"I don't want to believe that something will happen," Twilight began, "But it's not like I'm not expecting anything, either. You all felt the evil that radiated from the Shadow Amulet. We've never dealt with anything like this before, so I'm just keeping all options open." She paused as she waited for any objections. When none came, she continued. "I know it's not the answer you're looking for, but I have a really bad gut feeling that so long as that amulet is around Trixie's neck, disaster is going to follow her like a plague. And right now that evil is hanging over Ponyville like a veil, threatening everypony and everything here."

"Oh, oh!" Pinky shouted, shaking her hoof in the air like a schoolfilly who knew the answer to the teacher's question, "Is the veil made of silk? What color is it?! I wanna see it!"

"It's a figure of speech, Pinkie," Twilight said, rolling her eyes. The pink party pony sat back in her seat, a small pout on her face, which quickly melted as her unyielding smile returned to her face.

"Um, can I say something?" Fluttershy asked. Twilight nodded, and she took a calming breath before continuing. "You said that the Shadow Amulet is cursed, and might even be possessed. Well, I-I just want to ask why you think that? That is, i-if you don't mind me asking."

"Of course I don't," Twilight said. She looks over her friends, who seemed to have thought of Flutershy's question as well while she asked it. "While I'm not fully convinced that it is possessed, there were several signs that support the theory. The first sign was when I tried to convince Trixie that she had no one to blame but herself for how things turned out. She showed signs that she was truly listening to me, but then she looked like she suddenly developed a headache, and soon all she knew was hate towards me. That means that the Amulet is affecting her mind, and is a classic sign of possession. The second sign was her eyes having changing color, but the third sign was the heaviest one out of all of them."

"And what would that be?" Rainbow Dash asked.

"The fact that Trixie teleported right after the relic recoiled against her," Twilight answered. Everybody looked amongst themselves, wondering why this would be the biggest sign that Trixie could be possessed. They were brought back as Twilight continued. "If the relic wasn't possessed, Trixie would've just fallen over unconscious after the recoil. The fact that she teleported away after the relic showed signs that it couldn't perform any more magic, _with_ that same said magic demonstrates that the amulet is sentient in a way, meaning it stopped Trixie before the relic's dark magic could be completely depleted because it was aware of how much magic was left and didn't want her to go any further than she already had."

"That...actually makes sense, in a way," Rarity finally said, "But if it is aware of how much magic it has, then that means it has some level of intelligence, right?"

"Yes, Rarity," Twilight said, "And it also means that, unlike the Alicorn Amulet, it has a finite amount of magic that Trixie has access to before it shorts out. But with all the evidence pointing to an intelligently possessed amulet, there's also the slim, off chance that it's all simply how it was created. Spells and curses used to make the dangerous relic all the more so to its wearer, but it's still all just theories with no definite answer at this point." Twilight looked down, a look of guilt and sadness beginning to form on her face. "I just really wish I knew more, then maybe we could've helped Trixie."

Twilight trailed off as she began to tear up. Pinkie Pie quickly came around the table, and gave Twilight a big hug, and she answered back with her own.

"Don't be so doomy gloomy, Twilight," Pinkie said, "We'll save Trixie, and that's a Pinkie Promise."

"Thanks, Pinkie," Twilight said, letting Pinkie go and wiping away her wet eyes, "Really, I appreciate it."

Pinkie looked as if she was going to say more, but suddenly she froze up, and parts of her body began to shake and twitch. "Uh oh," Pinkie said, "Pinkie Sense!"

No sooner had she said mentioned this, everybody but Twilight quickly hit the deck, Pinkie jumping quickly to her left. And no sooner had she leapt to the side, as if on cue the front door to the library burst open, followed by a blur of orange, yellow, silver, and red that crashed into Twilight, sending her and the blur tumbling and crashing into the shelves that made up the opposite wall. Twilight slowly came to, and felt the heavy weight of whatever it is that came rushing in. She shook her head, regaining her senses, and saw the three familiar faces that make up the Cutie Mark Crusaders and their wagon. Scootaloo, the bright orange pegasus with a cherry red mane, came to her senses first, suddenly gasping and quickly jumping out of the pony pile to quickly dash to the door, slamming it shut and leaning herself against it, as if to stop someone or something from coming in.

"Applebloom!" Applejack shouted.

"Sweetie Belle!" Rarity shouted as well. "What in the name of Celestia are you doing out of school?"

"Tha' goes double fer you, Applebloom," Applejack said, a light scowl starting to develop.

The two remaining Crusaders that were still piled on top of Twilight with the wagon and Scootaloo's scooter quickly snapped back, and almost like their pegasus friend they suddenly gasped, but then quickly darted for their respected older sisters and hugged them tightly and shivering, clearly afraid. The serious expressions on Rarity and Applejack were quickly replaced with concern, as both were now trying to comfort their distraught younger siblings. Rainbow Dash approached Scootaloo, putting on a concerned but serious face, wanting to get to the bottom of their sudden appearance.

"Hey, kid," Rainbow Dash said, "What the hay is going on?"

"Rainbow Dash!" Scootaloo shouted, quickly pulling her into a hug, "Am I ever happy to see you." She then suddenly pushed the confused cyan pegasus up against the door, making her assume the same barricading position as she was in. "Don't you move from that door!" She quickly ran towards the nearest window and looked outside with an intensity that matched their fear.

Rainbow Dash stayed this way with her face twisted in a confused expression, then looked to Scootaloo. "Uhh, Scootaloo, mind telling me what exactly am I supposed to be keeping out?"

She was given no answer as the young pegasus remained fixated to the window. Rarity and Applejack took notice of this, and they and everyone else knew that it was out of character for Scootaloo to ignore her idol like she was, causing them to grow even more worried. Applejack looked down to the scared Applebloom, who has yet to let go of her, and began to pet her warmly.

"Applebloom, what in tarnation is goin' on?"Applejack asked, "What's got you and the other Crusaders so spooked?"

Appblebloom, a light yellow filly with a red mane that always had her signature pink bow in it, shook her head as she remained silent and continued to bury her face in her older sister's chest. Instead, Sweetie Belle, a silvery grey unicorn filly with a curly steely violet mane tufted just above her horn, and the sister to Rarity, answered.

"M-Monsters from EverFree!" Sweetie Belle shouted, fear ringing in her voice. "Big, ugly, black, and flat, disc-shaped heads!"

"It was terrible!" Applebloom shouted after Sweetie Belle did, "They chased us to the orchards before we lost 'em!"

When Sweetie Belle mentioned monsters, the shared fear from the three young fillies was spreading through everyone else, but in Twilight's case it hit like a ton of apples. She mentally facehoofed, mentally shouting at herself that she hated when she was right about certain things. Applejack stroked and petted Applebloom more to try an calm her down.

"Just try and tell us everythin' what happened, Applebloom," Applejack said.

Applebloom nodded as she sniffled and slowly released her sister, taking a step back and wiping her eyes dry. "Well, it all started when Miss Cheerilee cancelled school 'cause of what happened in Ponyville earlier. We all thought that it was 'cause of the big storm that came blowin' through and somepony lost their home, and when she told us to go straight home, she looked awful worried 'bout somethin'."

"We really didn't know what happened, so we thought we could try to get our Cutie Marks again," Sweetie Belle continued, looking up to her sister while still hugging her. "We got the idea of trying to get our Cutie Marks in bug collecting, so we went a little ways beyond the apple orchards where lots of butterflies fly around."

"We were fixin' to get packin' and head back to the club house when we didn't get our Cutie Marks," Applebloom continued again, "That's when we heard a loud, shrieking noise. We all froze up like ice sculptures for a moment before we heard it again, only it was closer the second time 'round."

"That second time gave us the direction that it was coming from the EverFree," Scootaloo said, the attention of all the older ponies quickly shifting to her. She continued to stare out the window for a moment longer before looking over her shoulder to the others. "From where we were there was a hill that blocked our view of the forest itself. We didn't have to wait long when we looked towards the hill, because as soon as we all turned to look, we saw them. We were frozen stiff, and would've stayed that way if it wasn't for Sweetie Belle screaming us back to our senses." She then turned her attention back out the window.

Sweetie Belle nodded and continued from there. "We all hopped into the wagon and Scootaloo took off at speeds that we'd never seen her go before. When we looked back, we saw the monsters were running and coming right for us! They were gaining on our tail, so we made our way into the apple orchards to lose them, but all the trees did was slow them down a little."

"When we got far enough ahead, we decided to hide in one uh the apple trees," Applebloom added, "Soon as we were dug in, them monsters were right below us. They were walkin' 'round like they were lookin' fer us, but we got lucky 'cause they never bothered to look up. After waitin' fer what felt like forever, they suddenly ran off."

"That's when we made our break back to Ponyville," Scootaloo said, still looking out the window, "We really didn't plan on where to go, but we knew that we had to find out just what those monsters were. And who else knows more about anything than Twilight? So, we ended up dashing our way here. And, well, here we are."

Applejack looked more worried than ever, and focused entirely on Applebloom. "Where did they run off to?" she asked, "What direction were they goin'? Were they...were they headin' towards the house?"

To Applejack's relief, Applebloom shook her head in response. "They didn't head that way," she answered, "If they had, we'd been right on their tail to warn Granny Smith and Big Mac 'bout 'em before we headed off to Ponyville. But we don't know where they ran off to. They just up and left the farm."

"So, if the big ugly monsters are not in Sweet Apple Acres," Pinkie Pie said, putting a hoof to her chin as she thought, "Then where did they go?"

Every pony present already knew the answer to Pinkie's question, but they were hoping and wishing with all their hearts that they were dead wrong. Sadly their wishes went unheard, for when Pinkie asked that very question almost immediately after Scootaloo began to shuffle nervously before coming down from her window perch.

"Guys, something's happening outside!" Scootaloo shouted nervously, looking over her shoulder. No sooner had she said that, everyone began to gather around Scootaloo and look out the window with her. Outside there was a panic going on, but due to the spell that canceled out outside noise, they couldn't really hear what was going on. They didn't need to hear anything to know that something was wrong, as ponies were dashing left and right all over town and screaming their lungs out, judging by their gaping mouths, as if trying to escape from something. Their attention was quickly grabbed by something that went flying from around the corner on the next street down and violently crashed on the ground.

"Wha' in tarnation?" Applejack exclaimed. There was a pause before she spoke up again. "Hey, that was the apple stand!" She stepped back from the window as she tipped her hat forward, then marched straight for the door that was now being barricaded by Applebloom and Sweetie Belle. "Outa the way, 'Bloom. Monster or no monster, nopony messes with our apple stand."

There was a brief pause as the two young fillies looked to each other, then back to Applejack as they hesitated. She was soon joined by Twilight and the others, with the exception of Fluttershy who was still next to Scootaloo and the window, as they flanked either side of her.

"We're not gonna let you go out there alone, AJ," Rainbow Dash said from her right, brimming with confidence.

"That's right!" Pinkie Pie shouted from Applejack's left, thrusting her hoof in the air. "Friends don't abandon friends!"

Applejack looked between her friends that surrounded her, then nodded and smirked a bit. "Thanks everypony." She then turned her attention back to the door, Sweetie and Applebloom already having stepped aside, before rearing. "Now let's go get those varments!"

With that, all five burst out the door, said door closing behind them as soon as the last pony left, in this case Pinkie Pie, who decided to bounce out instead of charging out like the rest, yet managed to keep up with all of them regardless. They were met with the screams of scared ponies and their clopping hooves as they ran around trying to find their way back to their homes in their panicked state. Applejack and the others made their way around the running crowd to the demolished cart, and the damage was much worse to see up close than from a distance. They didn't have time to inspect the damage, mainly because the cart was utterly destroyed so there wasn't any point, but also because they heard a scream coming from the same direction that the cart was thrown from, and soon they all ran towards the pony in distress, Rainbow Dash taking up a good lead as she flew right over and past the others.

She made a sharp right turn, and Applejack and the others soon made the turn as well, only to be met with Rainbow Dash as she stood there, frozen to the spot at the sight before her. The others ground to a stop as well, and all gaped at the first sight of the Crusaders' monsters. They were all black and tall, their height matching Celestia's, maybe even a couple of inches taller, but were hunched over and on all fours so the thought of their full height was staggering to them. They had long, slender forelegs and short, stubby hind legs, and didn't have any hooves, but instead had something that the only comparison they knew was to Spike's claws, but they were wide and spindly compared to his, with no claws to speak of at the tips. But the biggest eye catching feature for them was the large, disc-shaped stone slabs that were supposed to be their heads, with no eyes or mouth to speak of, but had dozens of small tendrils hanging from the bottom of their "face" and several large ones dangling from the top of their heads.

Twilight, though physically frozen, mentally counted six of these beasts as they tore through the center of town. Three were running around aimlessly through town, smashing and destroying property on various streets while scaring and chasing around and away ponies that had either yet to make it back to their homes or foolishly chose to stand and fight, only to prove themselves timid and flee or to be quickly swept aside. One was to the far right of the activities of the other three, fending off a brave pegasus colt, only to swat him out of the air and sent flying through the window of Quills and Sofas. Twilight and the others flinched as they watched the glass shatter, and didn't know if they should be terribly worried or relieved that the pegasus colt crashed into that particular store, seeing as there was a half-and-half chance that he either landed on the sharp quills or the soft, comfy sofas. The creature let out a victorious hiss before it decided to give chase to a nearby earth pony that had the unfortunate luck of running by too closely to it, both disappearing as they made their way down the street on their left, buildings blocking the view. The last two had cornered a pearly pink pony with a sea foam mane, her back against the wall of the building behind her.

"Heelp!" The pony shouted, "Somepony, anypony, help me! Please!"

The mare's pleads snapped Rainbow Dash and the others out of their frozen surprise, and the cyan pegasus quickly took to the air.

"Don't worry, I'm coming!" Rainbow Dash shouted. Twilight was about to stop her, but she was already gone before Twilight could get a single word out. She picked up a nearby metal trash can from around the corner, then hovered above the two monsters.

"Hey, ugly!" Rainbow Dash shouted. The two beasts responded by looking up, and she dropped the heavy metal can on the one on the left monster's head, the trash can bouncing off and hitting the side of the one on the right. Both creatures let out a hissing growl as they turned to face towards Twilight and the others, the pink mare taking the opportunity to escape. Rainbow Dash then came back down and rejoined her friends, hovering slightly above the ground.

"Yeah! How'd you like that?" she said smugly, but as the creatures fully turned around and looked to her and her friends, she quickly recognized what she had just done as she shrank back.

"Uh oh," Rainbow Dash squeaked out.

"RUN!" Twilight shouted, and her friends responded promptly, dashing out of the alley and back into the main streets, Rainbow Dash opting to fly while keeping speeds with her friends, the two lanky beasts behind them as they moved in a combination of fast shuffling and running. Fortunately for them, the other three paid them no heed as they ran in the opposite direction, but it still didn't change the fact that they still had two to deal with. Twilight's mind raced as she tried to formulate a plan, looking around to find some kind of inspiration or clue, and quickly came up with something as she looked to Rainbow Dash.

"Rainbow Dash," She called out, and gained her friend's much needed attention, "Go and find the biggest cloud you can! We're going to see how they fare against lightning!" She finished her idea with a smirk, one that was shared with the rainbow-maned pegasus as she saluted off to her.

"You got it!" She answered, and with that Rainbow Dash took off at amazing speeds as she quickly climbed into the air before disappearing from view.

"And just what are we supposed to do?!" Rarity whined, looking to Twilight nervously.

"We gotta distract these things long enough for Rainbow Dash to come back!" Twilight answered. Her friends gave each other a concerned and worried look. They weren't exactly thrilled with the plan, but they knew that they couldn't just run around and hope that Rainbow Dash's aim was true with the chaotic element. With whatever courage they could muster, they buried their fear and put on stern and confident faces as they nodded in agreement with Twilight's plan.

Twilight turned into a nearby alley that was partially blocked by many barrels and came to a stop, Applejack and the others doing the same, and they turned to face the shadow creatures, who had also stopped their hasty pursuit at the alley's entrance. They were skulking ever closer to them, like a predator closing in on it's prey, as Twilight made the first move as her horn lit up as she charged up her magic and firing it, hitting the disc-shaped head of the monster on her left. It let out a loud hiss as it was knocked back, shaking it's head a bit to regain some sense, but ultimately was left unscathed, showing no cracks or even a dent in the stone. Not letting up, Twilight charged and released another blast, this time aiming for the one of the right, and struck it on it's shoulder and gaining a much more satisfying result, causing it to be launched back and twist from the momentum of the impact and landing with a crash.

"Woohoo!" Pinkie cheered, flailing around a pair of pompoms that she acquired from nowhere. "Twilight, Twilight, she's our mare! Goooo, Twilight!" However, the small celebration was cut short as the creature rose up and gave what could be clearly interpreted as an enraged hiss-growl. It then made a blind dash towards Twilight, while the one on the left made it's way towards Pinkie and Rarity, and once it found itself in range it raised it's large arm and brought it down in a sweeping attack. Twilight managed to duck and dodge the attack by a few hairs, but as she looked up she was nearly face-to-face with the creature, causing her to become frozen in fear. She was brought back as Applejack quickly joined Twilight's side, then turned and bucked harder than what she would ever use for her apple harvesting, both hearing a definite _crack_ as her hooves made contact. The monster was sent flying back hard, smashing against the side of a nearby building before it slowly fell forward head-first, laying limp and still on the ground stunned.

Twilight wiped the sweat from her brow as she got back up, then turned to Applejack and nodded. "Thanks for saving me," she said.

"Anytime, sugarcube," Applejack answered, tipping her hat. They heard a growl that came from behind them, followed by a wimper, causing them to spin around, and saw Rarity slowly being cornered in the particularly arranged barrels with Pinkie nowhere to be seen.

"Y-You stay away," Rarity barked, her voice a little shaky. She backed into a barrel, causing her to give a light yelp and look behind her, then back to the monster in front of her. She began to shrink down with every step it took towards her. "Oh, Pinkie Pie. Where did you go?"

The barrel behind Rarity began to shake a little, causing her to look up. Sure enough, there was Pinkie looking down from the lip of the barrel. She was wearing black sunglasses, her smile absent as she stared coldly at Rarity, and her once wild and bouncy mane somehow fashioned in a spiked crewcut.

"Come with me if you want to live," Pinkie said in a purposely lowered tone with some strange accent as she offered Rarity her hoof. This was definitely on the top of the list of the weirdest things Pinkie has done, Rarity thought, but it was a rescue and a rescue was definitely needed at this point. Rarity took Pinkie's hoof, and she quickly pulled her into the barrel, both disappearing from sight. The monster hissed as it crept over to the barrel, and raised itself over the edge to look into it. As it did, Pinkie popped out from another barrel on it's left, now looking and acting like herself, curly untamed mane and all.

"Over here!" Pinkie cried out, quickly gaining the monster's attention. It attempted a sideswipe at the pink pony, only to miss by a few inches as Pinkie ducked back in. It continued to stare at the barrel for a second before Pinkie quickly reappeared in another barrel, this time behind it and a row back.

"Now I'm over here!" She cheered, her arms in the air. The monster hissed more angrily as it quickly turned, swinging and using it's large arm and hand as momentum and as an effort to attack Pinkie again, only to miss again. The monster paid attention to the barrel Pinkie Pie was in for only a moment before scanning over the other barrels, showing signs that it was catching on to whatever Pinkie's strategy was. But no matter how quick as it caught on, it would all prove to be utterly useless against the randomness that is Pinkie Pie.

"Over here!" Pinkie shouted from a barrel on the right, catching the monster's attention. It didn't have time to react as she disappeared, then reappeared two barrels down to the left.

"Now here!" "Here!" "Over here!" "Too slow!" "Peek-a-boo!"

Pinkie was now randomly popping up and disappearing from one barrel after another rather quickly, causing the black monster to look either which way, trying it's best to keep up with her while swinging away at every chance it could get. The speed in which Pinkie was popping up came to a point when two Pinkies appeared in two different barrels at once, both looking at each other and giggling before disappearing back into their respected barrels. After about three minutes of this the monster became enraged, and began to smash each barrel that Pinkie emerged and retreated into, until only one barrel was left. When Pinkie Pie didn't emerge from it, the monster picked up the barrel on both sides and lifting it above itself before looking inside. It stared for a moment, then was met with the muzzle of Pinkie's Party Cannon, followed by loud cannon fire and an exuberant amount of balloons, glitter, streamers, and confetti. The beast recoiled from the random blast, tossing the barrel and causing it shatter as it landed, and grabbing it's face. It tried to pull and scrape off as much of the party decorations as it could, but was interrupted when it's attention was drawn elsewhere.

"Oh Mister big scary monster thing!" Pinkie said from behind the monster. It quickly whipped around to face Pinkie, and was about to raise it's arm to strike. But it stopped when Pinkie held up her hoof, telling it to stop, then looked and pointed up. The creature then looked upward, and saw Rainbow Dash atop a large rain cloud, looking down at it with a smirk. "Do you're thing, Rainbow Dash!"

"With pleasure!" Rainbow Dash shouted. She then began to jump on the cloud feverishly, and the off-white cloud turned very dark and began to rumble. The black beast didn't react fast enough as the black cloud erupted in thunder, then shot down a single, but incredibly powerful bolt of lightning with incredible accuracy at the monster, Pinkie skipping away just in time. It convulsed and shook as the bolt of lightning pulsed through it's body, screeching in pain, before it went limp and fell forward and went limp like the first, smoltering from the burns it no doubt accrued. Rainbow Dash released the cloud and came down to join her friends, with Pinkie cheering and bouncing around.

"Wowie wowzers, Rainbow Dash!" Pinkie said, "That was awesome!"

"Eh, it was nothing," Rainbow Dash gloated, looking at the back of her hoof casually. Twilight rolled her eyes and smiled, then looked around before turning her attention to Pinkie Pie.

"Um, Pinkie," she said, "where's Rarity?"

Pinkie Pie stopped her bouncing as a look of sudden thought came to her, then smiled again and pointed to an undamaged barrel in a corner. "Oh, I left her in that barrel over there." She hopped over and popped the top off of the barrel, and Rarity quickly popped out, gasping as if for air, even though she had plenty access.

"Well, I'd never!" Rarity shouted as she glared at Pinkie Pie. "Honestly, leaving me in a barrel?! How rude!"

"Hehe, sorry about that, Rarity," Pinkie said as she rubbed the back of her neck, "But at least we didn't forget you!"

Rarity looked as though she was ready to argue, but instead chose to sigh and compose herself.

"I suppose you're right," she said. She climbed out of the barrel and joined the others, Pinkie Pie bouncing behind her. "At least I didn't have to sully my hooves while waiting on Rainbow Dash."

Rainbow Dash rolled her eyes and shook her head. She then turned to the monster that laid behind them, not looking away.

"Man, even when they're down they still creep me out," Rainbow Dash said. She looked over to the one that Twilight and Applejack took down, then approached them and gave them both a playful punch on their shoulders. "You two did pretty well yourselves, too."

"Thanks, Rainbow Dash," Twilight said with a small proud smile, but quickly shifted back to a serious expression. "But we're going to have to pat ourselves on the back later. There's still four more of those things we have to deal with."

Applejack and the others looked to each other and nodded, but then they were all suddenly caught off guard when a blood curdling shriek echoed through Ponyville with an ear-splitting volume. Four of the five ponies fell to the ground and plugged their ears the best they could with their hooves and gritted their teeth, with all but Pinkie shutting their eyes as tight as they could while she simply went stiff and cross-eyed as she shook like the ground below her was, but the incredibly loud cry ringed in their skulls and in the air even as the source came to a sudden stop. They waited a second before they got back up, a couple of them rubbing their temples from oncoming headaches.

"What in the name of Equestria was that?" Applejack shouted, her hearing impaired.

"WHAT?" Pinkie shouted even louder, taking out a hearing horn and putting it to her ear.

Twilight rubbed either side of her head as she fought off the ringing and headache in her head as she hung her head. She looked up and around to try to find what and where the source of the shriek came from, but instead was met with a horrifying sight.

"Girls!" She shouted, gaining her friends's attention, and pointed behind Rainbow Dash. She looked at Twilight, puzzled, until Rainbow Dash casually looked behind her, and she jumped with a scream. By now most of the ponies had already regained some of their hearing, but even if they hadn't they still heard her. The monster that she and Pinkie took down began to rise up, seemingly unharmed, and Rarity gasped as she saw the one that Twilight and Applejack defeated begin to rise as well, though it staggered a bit, still reeling from the farm pony's infamous buck.

"No way," Rainbow Dash said, fear in her voice, as well as her face, as she backed up slowly, the others doing the same in a circular fashion going inwards as the monsters creeped forward. "Th-This can't be real! I hit that thing with lightning! How is it even getting back up?!"

"I'm as lost as you are," Twilight responded, the same fear in her voice. The monsters forced them closer together, hissing and making rattling sounds with orifices and appendages unknown to them. The one with the cracked disc quickly snatched up Applejack from the group, with two of it's fingers firmly around the pony's neck while the rest of it's hand wrapped around the whole of her body as she struggled in vain to wiggle herself free. While the others were distracted, the other beast snatched up Rarity, who screamed and struggled fruitlessly in it's grasp.

"Unhand me, you beast!" Rarity shouted, her begging falling on deaf, and possibly non-existent, ears. Applejack coughed and choked for air as she struggled, and Twilight and the others feared the worst. Suddenly, another shriek roared through the air, not as loud as the first but still painful to experience. The monsters suddenly looked in one direction, back to the center of town, and as if suddenly losing all interest they dropped Rarity and Applejack, the latter coughing and wheezing as the relief of being able to breath freely washed over her. The monsters then dashed off towards town as suddenly as they dropped the two ponies, joining the rest of the pack that Twilight caught a glimpse of as they both rounded a corner before suddenly disappearing.

"Applejack!" Twilight cried, rushing to her friend's side. Rainbow Dash and Pinkie quickly joined Rarity as they helped her up. "Are you okay?"

"Ah'm fine," Applejack said after taking in a few more breaths. She staggered to stand, but managed to stable herself and fix her hat. "What in tarnation was all that about? Whatcha think got 'em so spooked that they all ran off together?"

"I don't think they were scared off, Applejack," Twilight said, "And I don't think they just ran off because they got bored."

"What...are you insinuating, Twilight," Rarity asked, still shaken by the sudden attack. "You don't honestly think those...those THINGS...work on some kind of hierarchy, do you?"

"I don't know," Twilight answered, shaking her head, "Or maybe I don't want to. Regardless, they all seem to be leaving town in a hurry. Let's just take this opportunity and get back to Fluttershy and and the others and see if they're still safe."

Rarity and the others nodded one by one in agreement before they all made their way back to the library. As they went they passed by where most of the beasts were focused at, and the damage they caused forced them all to stop and look on in a mix of shock, guilt, and rage. Most of the stands that were set up on the streets for the day were smashed beyond repair, along with whatever trades or goods that were stationed there. Many of the windows facing towards the wreckage were smashed in, with the exceptions being the ones that were boarded up, and even they had evidence of attempted forced entry. There were several doors that were also smashed in, though to their relief they all were still on their hinges, the worst with only a large hole broken through. But the thing that stopped them and caused their hearts to drop was the sight of ponies who were caught in all the mayhem wandering and scattered in the streets, some of whom were severely injured and couldn't move, while others looked beaten and bruised but still could get around, though slowly. Twilight saw the pegasus who was swatted into the Quills and Sofas's window, and was thankful that he was still alive, albeit being near completely wrapped from head to hooves in bandages. Those that had the least severe injuries or were uninjured were tending to those who were, while small groups gathered to volunteer with clean-up.

"Mama!" A young filly cried out, causing the hairs on Twilight's neck to stand on end. Out from an alley, a young filly, probably no older than Applebloom or Sweetie Belle, with a silvery mane and pink fur came limping out, clearly distraught and crying heavily. "Mama, where are you?! Mama, where's Mama?!" The young filly began to cry harder, then an older mare with minty green fur with a slightly darker shade man came over to the foal and tried to comfort her.

"It's okay, sweetheart," The mare said, nuzzling the foal, "Just come with me and we'll have you looked at first, then we can go find your Mama." The foal sniffled and nodded as she limped beside the mare, joining a small group of those who were injured and being treated.

"This is...," Rainbow Dash choked out, fighting back tears, "Just...horrible."

"Raindow Dash!" somepony cried out. The voice came from above, and everyone quickly looked up to see the familiar grey pegasus, mail mare, and friend of Rainbow Dash.

"Ditzy!" Rainbow Dash answered. Ditzy Doo quickly flew down towards them, nearly dive-bombing, then suddenly stopped as she landed clumsily on her face before getting up, virtually unscathed. "What's up?"

"Well, earlier when I was delivering mail, I noticed you flying around like the Wonderbolts were watching ya," Ditzy explained, using her forelegs for dramatic effect, "That's when I noticed that there were monsters in Ponyville! I was flying back to the Post Office and help board it up, and on my way back I saw something real strange."

"And what was that, Ditzy?" Twilight asked. Ditzy then turned her head to look at Twilight, her lazy eyes making it hard just where exactly she was looking.

"Well, I saw Trixie in town just as the commotion was starting," Ditzy answered. Twilight and the others's eyes shrank to pinpricks, and the only reply they could give was a gasp. "At least, I think it was Trixie. If it was her, then she looked really strange."

"Where was she going!?" Applejack barked, nearly causing Ditzy to flinch.

"U-Uh, let's see," Ditzy muttered. She put a hoof to her chin as she thought for a moment. "I-If my directions are right, she was heading for the train station. She looked like she was in a hurry."

"Well it certainly doesn't seem all that strange, if you ask me," Rarity said, "But if it IS Trixie, then I'm fair to bet that amulet's guiding her there."

"Oh, right," Ditzy said, "The strange part! You might not believe this, but as Trixie made her way to the station it looked like she was actually talking to one of those monsters! Almost as if ordering it or something. After that, the monster took off towards the others before she made it to the station, just as the train was leaving."

There was a long pause after Ditzy explained this shocking revelation, and it was especially uncomfortable one for Ditzy. The silence was broken when Rainbow Dash stomped her hoof hard into the ground, and all eyes were on her. She looked -and was- absolutely furious, all her grief for Ponyville burning as it's fuel. Her wings flared out and were flapping angrily.

"I knew it!" Rainbow Dash shouted and stomped again, "I KNEW that Trixie had to be behind all this! If I ever get my hooves on her, I'm gonna...I-I'm gonna..." She began to stomp and buck wildly, quickly tiring herself out and falling to the ground. She began to sniffle, whatever fortitude she had keeping back her sadness destroyed by her outburst. Pinkie approached her and gave her a hug, Rainbow Dash hugging back, and quietly sobbed on Pinkie's shoulder. Twilight watched as Rainbow Dash broke down, but then turned back to Ditzy.

"Ditzy," Twilight said, "You wouldn't happen to know where the train was heading, do you?"

"Huh? Oh, uh, yeah. I do, actually," Ditzy said, "I think it was the last train going to Canterlot for today."

"WHAT?!" Twilight shouted. She quickly darted to Ditzy, grabbed her, and began to shake her violently. "Are you sure?! You're ABSOLUTELY sure it was going to CANTERLOT?!"

"Y-Ye-e-s-s," Ditzy answered while still being shaken. Twilight suddenly stopped shaking her and let her go, her lazy eyes swimming in her head for a moment before they stopped, still cross-eyed. Twilight quickly reeled to her friends, a worried look strongly on her face.

"This is bad," Twilight said, "This is very, very bad! We have to send a message to Princess Celestia immediately and warn her!"

"Oh, speaking of the Princess," Ditzy added. This got Twilight's attention as she turned her head and looked back to her, "There's a royal chariot waiting outside of the library. Looks like they're carrying something pretty important."

"Thanks, Ditzy," Twilight said. She turned her attention back to her friends. "Princess Celestia must've sent the Elements of Harmony. C'mon, girls. This isn't over yet." And with that, Twilight and the others made a mad dash back to the library, leaving Ditzy in a cloud of dust.

* * *

><p><strong>Author's Note: <strong>And so the gears have finally begun to turn! The first clash between the Mane Six and Zant's monsters! But will it be their last? You'll just have to find out in the next chapter, now won't you? Until next time!

P.S.,

I have a good guess that some readers are going to have a problem with me choosing Ditzy Doo as the cross-eyed mare pegasus's name, mainly because they like the name Derpy Hooves better. I get it, some of you might be Derpy/Dr. Hooves shippers, and I can respect that. But I went with Ditzy, and that's just how it is.


	5. Chapter 5

**CHAPTER 5**

* * *

><p>Sure enough, when Twilight and her friends arrived at the library, a gleaming carriage of brass carrying the blue gem-studded chest that housed the Elements of Harmony sat in front of her home, guarded by six of Celestia's royal soldiers - three unicorns and pegasi - , along with Fluttershy, Spike, and the Crusaders. As they approached, the guards quickly snapped to their direction, causing the six ponies to stop and salute the soldiers, in which they returned the salute back.<p>

"Twilight Sparkle, I presume?" one of the pegasus soldiers - presumably the captain - asked. His mane was hidden under his helmet, but Twilight and the others saw the silvery loose strands that hung from underneith, and his amber fur was nearly covered in armor and regalia fit fo his title. But his most eye-catching feature were the tips of his wings, going from the amber that matched his fur, to white, then tipped in red.

"That's right," Twilight answered.

"I am Captain Loft Wing," the captain stated, "By her Majesty Princess Celestia's orders, we were dispatched to send you and the other Bearers the Elements of Harmony." He turned to the three unicorn soldiers and gave them a nod, in which they saluted back. The three unicorn soldiers then used their magic to levitate the highly decorated chest off of the carriage, then setting it down in front of Twilight.

"Thanks for brining them," Twilight said, receiving a nod from Loft.

"Anything for the Princess's Number One Student," Loft Wing said. He then grew a small smile, softening his stone hard demeanor. "And the younger sister of my good friend Captain- or should I say, Prince- Shining Armor."

Twilight smiled warmly before turning her attention to the studded chest. With a flex of her magic, the lid of the chest illuminated as it opened, shining a bright, but brief light from within. The Elements levitated out from within, also surrounded by the aura of Twilight's magic, as she then gestured her head towards her friends, and each of the Elements flew to their respected holders, securing themselves with a small _click_ behind their necks. Twilight then levitated her element, which took the form of a tiara rather than a necklace like the others, onto her head, then closed the lid to the chest.

"Captain Loft Wing," Twilight said as she turned her attention to said Captain, "My friends and I need to get to Canterlot immediately. It's an emergency."

"Emergency?" Loft said, slightly thrown off. He looked to his fellow soldiers, who only shrugged after looking at each other, then back to him. He looked back to Twilight, his stern appearance reemerging. "What kind of emergency?"

"There's a pony with an incredibly powerful and dangerous possessed relic on a train to Canterlot right now," Twilight said, "The relic's already made her attack Ponyville twice today, the most recent one only happened a few minutes ago by monsters that the relic may have summoned."

"Is that what they were?" a unicorn soldier suddenly said. Twilight looked to him, then back to Captain Loft, hoping for an explanation to the soldier's sudden outburst.

"You mean you saw them?" She asked.

"Yeah, we did," Captain Loft said as he nodded slowly, "Ugly things. In fact, we almost had to fight them off in order to defend the Elements. It seemed like they were drawn to them in some way. But before any blows could be thrown an ear-splitting shriek rang in the air, even made my blood turn cold for a moment, and suddenly the monsters took off northwards. Seems as though they were heading right back to the EverFree, so I had scouts tail them." He put a hoof to his chin, as if in thought, "Although, I should've heard back from them by now..." He shook his head, and refocused on the moment at hand. "And you're saying that a pony with a cursed charm is responsible for this, and is heading to Canterlot right now?"

"The Amulet, yes, but the pony is innocent," Twilight said, "And right now, we need to stop her so we can help her." She looked over to the unicorn soldiers, and they looked back at her, then she turned her attention back to Captain Loft. "By my calculations, even with three pegasi pulling the carriage we won't get very far fast if everypony here is going back at the same time. Captain, those monsters left a trail of destruction and injuries in the main street of Ponyville," Twilight motioned in the direction behind her, where they came from from the aforementioned carnage, "Among other places. If they can, I think your unicorn soldiers should stay behind and help out, that way the carriage won't be weighed down so much."

Loft Wing gave it a moment's thought, but knew right away that Twilight was right. He nodded, then turned to face his troop, who all snapped to attention. "You heard the little lady," Loft Wing barked with authority, "There are injured ponies that need tending to, and damage control is needed! You three," He pointed at the unicorns, who became even more stiff at their designation, "Go to the Main Street and do what you can to help!"

"SIR!" All three unicorns shouted at the same time as they saluted, then taking off in a gallop towards their new mission. Loft Wing turned back to Twilight and her friends, then stepped aside to allow them to board the carriage.

"No time to lose," Loft said, "If this amulet is as dangerous as you make it sound, we don't really have time to dilly dally."

"Right," Twilight said as she nodded.

"What about me?" Spike complained.

"You already know the answer, Spike," Twilight said, "It's too dangerous for you to come along. But we do need you to stay here and protect Applebloom, Scootaloo, and Sweetie Belle when we're gone. How does that sound?"

Spike thought for a moment, then turned to look at the Crusaders, who looked to him with worried expressions. He turned back to Twilight, then puffed out his chest with confidence. "You can count on me," He said with pride.

"I know I can," Twilight said. She then turned back to face her friends, and exerted the same proud attitude as Spike. "Alright girls, let's go save the day!"

"RIGHT!" the others shouted in unison. The group boarded the carriage, with Rainbow Dash and Fluttershy being the exception, as the three pegasi soldiers, including Loft Wing, ran to the front of the carriage, harnessing themselves for take-off. Without missing a moment, they broke into a gallop, and before long the entirety of the convoy was up in the air and heading for Canterlot.

_Later that day..._

The train slowly came to a halt as it pulled into the station, noisily releasing steam. The conductor was the first to step out, and cleared his throat before his announcement.

"Canterlot Station!" the conductor shouted, "Last stop for the day! Please remember to bring all carry-on luggage as you leave the train, and have a nice day!" Moments after he made his announcement, ponies of all ages, species, and colors began to step out as they entered the station, some taking the moment to stretch out cramped legs and sore backs, having been traveling longer than any of the ponies that boarded from more recent stops, the last being from Ponyville. As the station filled with tired ponies, no one seemed to notice the single cloaked and hooded figure as it blended in with the crowd as it snuck out from the cargo section of the train. The cloaked pony made it's way through the crowd, not caring that it was more cutting through it than making it's way around, until it bumped into an older, greying mane stallion and causing it to stop.

"Hey!" The stallion shouted, quickly wheeling around to face the hooded stranger, "Watch where you're going!" The cloaked figure, which had a tenting over it's head that signified a horn, stood for a second before making it's way to the left of the stallion, completely ignoring him. "Hey, I was talking to you!" The stallion shouted as it grabbed the cloaked figure's shoulder.

The moment he stopped it, the figure quickly whipped it's head around and stared dead at the stallion with an almost dead gaze. His annoyance with the stranger quickly turned to fear as it saw a single glowing yellow eye look back at him from under it's hood, nearly paralyzing him. He quickly took his hoof back, then slowly backed away before making a mad dash for the opposite direction. The cloaked pony then began to notice that this little exchange was starting to draw attention to itself, and without a single word or gesture it swiftly left the station for the open streets of Canterlot. The figure weaved it's way down dark alleyways and abandoned backstreets, until it found itself at a large abandoned building comfortably far away enough from the bustle of the main roads. It entered the building, yanking the rusted metal door effortlessly out of it's frame with an offset rusty orange-blue colored magic and tossing it aside, causing the whole establishment to echo with the first hint of sound in years, the stranger estimated. After a few steps, it stopped and pulled it's hood back, revealing it's identity to be Trixie, or in this case Zant in Trixie's body.

The possession process has continued to degrade and transform Trixie's appearance, the yellow altered eye color having conquered the entirety of Trixie's right eye, with the left eye remaining only slightly altered. Trixie's horn had shifted from it's blue tint to a dim, metallic black, the spirals an illuminating neon orange, and the pixels that covered her left foreleg black had begun to spread upward and across Trixie's chest, dissipating as it reached back towards her ribs on her right side, and back down her right foreleg. The once glowing neon blue lines that lightly decorated her foreleg had shifted to a menacing red, and becoming more complex and trailing across her chest and underneath the amulet and mirroring on her other foreleg.

"How utterly unbefitting for a King," Zant said, looking around the decaying interior, "But it is beyond unwise to ensue an invasion now. I must first gather my strength. Yes...I am weak. And this frail, weak body is of no advantage either. The only use it does have is being able to regenerate magic on it's own, and that makes it worth keeping. For now."

Trixie's horn began to glow in a mix of black pixels and an orange and blue aura, concentrating and charging mixed magic to the tip before releasing it in a ball of energy, shooting it out and exploding in a flurry of black pixels on the other side of the room. He staggered before lightly falling over, the amount of magic used incredibly taxing on his shared body, but he cared little in his vision of the payoff. The pixels floated freely for a moment, then suddenly conglomerated into six black, flat, vertical planes. The feint glow of red neon lines soon broke through the abyssal blackness and quickly went bright, revealing a sinking spiral within a circle on each plane, only to be immediately obscured by something coming through. Zant's twilit creatures shuffled out from each portal, one after another, until the room was filled with dozens of them, hissing and skulking like dogs waiting to be released for the hunt. In the crowd, Zant noticed one with a cracked "face", but never took a second thought as to why it had this deformity, and simply blaming the creature's own incompetence.

"You will move only at night," Zant ordered, "Spread out throughout this castled city, and do not be noticed until I give the signal to begin." He turned around and marched over to a nearby window, the creatures parting before him, and looked out towards Canterlot Palace. "And this time, nothing will stop me."

* * *

><p>The royal carriage slowed as it prepared to land in the palace's courtyard, then coming to a hovering halt before touching down. Twilight and Applejack jumped out of the carriage before it could even touch down, urgency deeming it so, and waited for Rarity to step down as well, as well as for Fluttershy and Rainbow Dash to touch back down. Captain Loft and the other pegasi soldiers were quickly unhitching themselves, and the small group were soon met with a small squad of royal guards who came to check on the situation.<p>

"Captain Loft Wing, sir!" One of the guards said, he and the others saluting him, with the captain returning the gesture. The guard took notice of Twilight and the others, and refocused back to Loft. "Sir, why are these ponies here? I thought the orders were to deliver the Elements of Harmony to their bearers."

"The situation has changed, and not for the better," Loft Wing said. He motioned to Twilight and the others before continuing. "This is Twilight Sparkle and her friends. They ARE the Bearers of the Elements." He then turned to Twilight. "Twilight, I know what you might be thinking. But you have to admit that if Trixie did arrive by train, she's going to be long gone by now."

"I know," Twilight said, "But it's a starting point." Her horn lit up as she used her magic to materialize several scrolls, each one having an image of Trixie and a sketch of what the Shadow Amulet looks like upon it. She handed one out to each of her friends and one to Loft Wing. "Applejack, you and the others go around Canterlot and search for any clues that might lead to Trixie's whereabouts. I'm heading to the train station and see if anyone might've recognized her."

"I'll go with you, Twilight," Loft Wing said, "On our way there we're going to pass the local guard station nearby. They need to be informed that Canterlot is now in a state of high alert until further notice. I have the authority and responsibility to do so." Twilight gave a light smile and nodded in agreement.

"Uh, sir?" One of the guards interrupted, gaining Loft's attention, "Mind telling us why we're going around looking for some pony, and you're putting Canterlot on alert?"

Loft Wing then turned to fully face the guards, all of whom straightened up, nervous. "Earlier today you were briefed about the large surge of dark magical energy that suddenly washed over Canterlot, though I'm sure none of you really needed it." The guards looked to each other, then back to Loft Wing and nodded, some fear in their expressions. "Twilight and the other Bearers were witnesses to the cause of that dark surge first-hand, and no doubt the rest of Ponyville as well. The pony in question is in possession and supposedly possessed by a cursed relic of which we have no information on, and is also the cause of the event, according to Twilight and her friends." He paused as he let the news wash over the guards, who seemed to be becoming more unsettled by the news, before continuing.

"A few hours after that incident, Ponyville was attacked by several unknown beasts. They caused untold amounts of damage, both to property and injuries towards the citizens, before suddenly up and leaving with no warning. It was then later revealed that this attack was nothing more than a distraction for the pony to make her way to the train station and depart for Canterlot. Needless to say, the power of this so-called 'Shadow Amulet' not only has extraordinary power, but summoning capabilities as well."

"And you're saying that this pony is loose in Canterlot?" a different guard asked.

"Essentially, yes," Loft answered, "And if she is, there's a chance that so are her 'pets' that nearly destroyed Ponyville's market. I need you three to report back to the palace and report to your superiors, to the Princesses if you have to, and relay everything I just told you. Understood?"

"Y-Yes sir!" the first guard said, saluting before he and his squad dashed back into the palace.

"Twilight, we should get going as well," Loft said, looking to her.

"Right," Twilight said, then turned around to face the others. "Alright, everypony knows the drill. Spread out and find anything that might reveal where Trixie is." Everyone gave a nod of understanding, and soon all seven of them made their way towards the city, Rainbow Dash and Fluttershy taking to the air. As they made their way down the streets, the others broke off from the main group and spreading over a large area, until only Twilight and Loft Wing were the only two left that were heading towards the train station. Loft Wing then took a small detour from the main road and towards the guard station, where he then informed the on-duty captain on the gist of the situation, and declaring a state of high alert for the whole city. With his business complete there, Loft Wing and Twilight finally arrived at the station, only to see it mostly empty, save for a few janitors that were cleaning and employees wrapping up.

"So where should we start?" Loft Wing asked.

"Let's try and find someone who was actually working on the train," Twilight answered as she looked around, "Chances are that they may have seen her."

They approached several ponies that worked for the station, from ticket handlers to luggage, but so far their inquiry was yielding nothing. As Loft Wing thanked the last pony, Twilight noticed the door at the ticket booth reserved for conductors open and close as an elderly stone grey pony with a white mane and moustache as he whistled to himself and locked the door, and decided to approach him.

"Excuse me," Twilight said, gaining the older pony's attention, "You wouldn't happen to be the conductor for the last stop today, would you?"

"Why, I am, actually," the stallion said with pride, nodding, "Brass Gears is my name. May I help you with something? Perhaps a little lecture on the history of the role of conductors?"

"Um, sorry," Twilight apologized, trying to turn down Brass Gear's offer despite her interest in a lecture. "That sounds fascinating and all, but I'll have to decline that offer for now. But you can help us in another way."

"And what way would that be, little lady?" Brass asked.

"I was wondering if you recognize this pony," Twilight asked. She then levitated the sketch of Trixie and the amulet over to Brass, who plucked it from the air and studied the image carefully. Meanwhile, Loft Wing joined Twilight's side. "She might've been on the last trip to Canterlot."

"Mmm, sorry," Brass said, handing the scroll back, "Can't say I recognize her."

"You're sure of this?" Loft Wing asked.

"My boy, I take my role as conductor seriously," Brass began, with a tone to match his seriousness, "I take pride in making sure that every pony's ticket is checked and stamped thoroughly after each stop, making sure that they reach their destination safely and timely. And with each and every stamp of a ticket, I remember the face of the pony who owns that ticket. So when I say I don't recognize this particular pony, it's because she either didn't have a ticket or was not on my train."

"I see," Loft Wing said, nodding, "Makes sense that you have to memorize passengers. I meant no offense to your line of work."

"None taken," Brass said, raising a hoof.

"That must mean that Trixie stowed away," Twilight said, having it meant to be a mutter than actual thinking aloud. She looked back to Brass Gears. "Just one more question. After the train emptied, did anything seem out of the ordinary? Something or somepony that might've stood out?"

"Well," Brass said, rubbing his chin in thought, "There was a bit of a commotion shortly after we arrived. Some stallion bolted right past me as I walked out of the café with my cinnamon bun and made me drop it. That's a good waste of three Bits, I tell ya. Anyway, I asked around the crowd what had happened and from what I heard the stallion was bumped into by some cloaked and hooded stranger, and when he stopped to confront the fellow he simply backed away and bolted. Seemed real pale, if I remember right. Looked like he saw a ghost or something."

"A cloaked stranger?" Loft Wing repeated. He then looked to Twilight. "Twilight, that has to be Trixie."

"My thoughts exactly," Twilight said, looking to Loft and nodding. She then looked back to Brass and nodded. "Thanks a lot, you were a lot of help. Just wish I knew where this stallion was so I could talk to him too."

"Glad I could be of service, ma'am," Brass said, "However, if you still want to have a chat with that stallion, he's in the station's café. Hasn't left since his little brush with that stranger." He pointed to the small attached coffee and pastry shop that rested on the other end of the platform.

Twilight and Loft looked to the little café then to each other, and Twilight nodded at Brass again. "Again, thanks a lot." Twilight said. Brass simply nodded back before taking his leave. Twilight and Loft entered the little shop, which had a couple of customers scattered about. They tried to discern which stallion was the one in question, and wished they'd asked what he looked like before leaving.

"Twilight," Loft said softly. Twilight looked up to him, and he pointed towards one of the corner tables. She looked that way, and saw a single brown stallion with a greying mane sitting there, looking absolutely shaken. She looked back to Loft and nodded, then back to the stallion as she casually approached him.

"Um, sir?" Twilight said softly, but getting no reaction. She pouted a bit before trying again. "Um, are you okay?"

"Huh?" The stallion said, quickly snapping out of his daze. He noticed Twilight in front of him, and sighed lightly. "Y-Yeah, I'm fine. What is it?"

Twilight paused before continuing. "Um, I was told that you ran into a hooded stranger earlier on the station platform. Did you happen to see what they looked like?"

There was a long silence as Twilight waited for the stallion's answer. He simply stared into the cup of coffee in front of him.

"Sorry," he said, "But I don't think I'm going to be any help. The only thing I saw was..."

"'What?" Twilight asked, "What was it that you saw?"

"Yellow," The stallion said, almost immediately, "Just a yellow eye. It was glowing. Glowing and no iris, just a sick, glowing yellow. It...it was as it it was looking right through me." He held himself as he began to shake. "I've never been more terrified in my life."

"Oh my gosh," Twilight said, "I-I'm so sorry. I didn't mean to-"

"No, it's alright," the stallion cut her off. He looked to her, the fear still laden in his eyes. Twilight hesitated before taking out the sketch and laying it out in front of him.

"Did she happen to look like this?" she asked.

"Maybe," the stallion said, looking over the picture. "But I know for certain that whoever it was, they were a unicorn like you or whoever this is. The hood couldn't hide the tent it was making from the fabric over the horn." His vision scrolled down until he saw the sketch of the amulet, and once he saw it he quickly got to his hooves. "This!" he said ecstatically, pointing to the amulet. "I-I remember seeing that! It was hanging around the figure's neck and had a freaky feeling about it."

Twilight had to fight back a sigh of relief as she heard the stallion's observations. She thought herself lucky to have met this stallion, otherwise this whole search would've been fruitless. She wrapped up the scroll before having it vanish in front of her.

"That's all we need to know," Twilight said, "Thank you so much. And I hope you feel better soon."

"Y-Yeah," the stallion replied, a little confused, "You and me both."

Twilight reunited with Loft Wing and left the coffee shop, and the station to that extent. As they returned to the main street, they found Rainbow Dash and the others already waiting in front of the station for them, looking tired and disappointed.

"Girls," Twilight said, "Find anything?"

"Sorry, sugarcube," Applejack said, shaking her head, "Ain't got nuthin'."

"Same here," Rainbow Dash said, shrugging her shoulders.

"It seems as though Trixie's given us the slip this time," Rarity exasperated, hanging her head.

"Did you find anything, Twilight?" Fluttershy asked.

"I did, actually," Twilight answered, gaining the attention of her friends, "And I think it explains why our search came up empty. Turns out Trixie's been in disguise since she boarded the train, but that's not the only thing. According to an eye witness's account, one of Trixie's eyes has turned completely yellow."

The others looked to each other, concern on their faces, before looking back to Twilight.

"You sure this guy's not just pulling your tail?" Rainbow Dash asked.

"Positive," Twilight said sternly, "It was real enough to put him in a state of shock. You should've seen the look in his eyes."

"But how is that possible?" Rarity asked.

"My guess?" Twilight said, "The Amulet. It's not only possessing her, it's corrupting and corroding her away, and it's spreading through her like a disease. I'm sure by now Trixie doesn't look like her old self, but more like whatever evil's contained in that charm."

This revelation left everyone speechless, including Loft Wing. They were brought back when a nearby bell of a clock began to toll, stopping at seven rings. It was then that Loft looked to the sky, and noticed that Celestia's sun was setting, with Luna's moon right behind it.

"We'll have to call it a day for now," Loft Wing said, looking over Twilight and the others. "You can start your search again tomorrow. Don't you worry, Canterlot might be a large city, but with the high alert order that's out there will be guards on patrol 24/7. If Trixie is hiding, she won't be able to for long."

Twilight looked to her friends, and though they didn't say a word, it was overly apparent that they were all in agreement with the soldier's decision. She looked back to Loft and nodded. "I guess you're right."

_Several hours later..._

The streets of Canterlot were eerily quiet on this particular night, the only sounds that could be heard anywhere were the buzz of electric street lights and the clip-clop of hooves made by patrolling guards, all of who belonged to Princess Luna's night court. One such guard came to a stop as he looked left and right, ever alert for any sign of movement or suspicious activity. When he spotted nothing, he continued onward on his route until his path was crossed by another night guard's route in front of an alley, and both stopped to greet each other.

"Notice anything?"

"Not a thing. Not even a cricket's chirp."

"And you don't find that suspicious?"

"Not particularly. Do you?"

"A little. The silence is just unnerving. And it's not just the silence either, but the stillness in the air. Can't you sense it?"

The guard paused for a moment, taking in it's enviroment. "Hey, now that you mention it, I can." he shrugged it off, trying to stay collected. "Just don't let it get in the way of your duties, Shanks. We're out on patrol for a reason, never forget that."

"Right," Shanks said, "Be seeing you later then, Crooks." With that, both guards nodded to each other before walking past each other and continuing with their routes. Shanks had only taken a few steps when he heard a sudden yelp from behind, and he quickly whipped around. There was nothing there, he thought, and as he was about to turn away, but then he thought that phrase out again. _There's nothing there. _He looked back over the street, and sure enough there was nothing there. Not even Crooks, and he immediately went on edge.

"Crooks?" Shanks called out, but not even the wind answered. He slowly made his way forward, ready to make any sudden movements if necessary. "Hey, Crooks?" His attention was quickly brought to the alley, where he heard a soft bang, something or someone hitting a metal garbage can. Crooks lit up his horn and cast a ray of light, creating a make-shift flashlight, and walked in slowly. He shined the light left and right, hoping to spot something, but there was nothing there. It was particularly dark in this alleyway, he thought to himself, being only able to see what his light could shine on in the one circular patch and nothing else. Despite the encroaching darkness, he continued forward.

"Crooks?" Shanks said, "Are you in here?" As he made his way, he heard the banging sound again, this time from his immediate right. He quickly pointed his light that way, and was revealed to be a raccoon digging through a trash can. The raccoon looked up to Shanks, then quickly looked to it's left, towards the alley, then hissed and quickly jumped off the trash can and ran out of the alley and into the streets. Shanks gave a sigh, then began to slowly make his way back to the streets as well.

"Wonder where Crooks went?" Shanks muttered to himself, wholly unaware of the large black arm and hand slowly and silently reaching out for him through the blackness behind him. "Ah, whatever. He can handle himself." The hand then moved lightning quick as it snatched up Shanks in a vice grip, causing him to yelp the same way e had heard just moments ago, unable to breathe, and was quickly pulled into the all-enclosing darkness. Shanks watched in terror as the light from the street quickly shrank until it was gone, leaving him in complete obscurity as he struggled to escape with the exception of the large hand around him that belonged to whatever horrible monster he couldn't see or even want to imagine. Panic began to set in, and he began to struggle and writhe in an attempt to escape, but it was quickly proving to be a useless effort. In his struggle, Shanks began to notice an outline coming through the darkness, and as his eyes adjusted to the complete lack of light he made out the outline and some detail to a large stone disc, with some little vines or hairs dangling from the top and bottom. As they adjusted more and more, the vision of the whole monster came into view, and he slowly lost his will to fight himself free, paralyzed by the sight of the creature.

"What in Tartarus's name...?" Shanks muttered out. His attention was grabbed when he noticed a yellow glow come through the darkness out from the corner of his eye, and when he turned his head to look he didn't expect to see what was in front of him. It was the fugitive pony that Captain Loft Wing had alerted the castle guards about, but she hardly looked like her wanted sketch, just barely enough for him to identify. "You-!"

Shanks was suddenly jerked forwards, the monster putting him face to face with Trixie. He noticed the strange markings around her mismatched, colored horn, but didn't recognize what any of them meant. But what scared him more, or about the same as being suddenly dragged into a dark alleyway by an unknown monster, was the dead, lifeless stare that he saw in her one normal eye. Without saying a word or twitching a muscle, her horn began to glow, the last thing Shanks ever seeing was a flash, then nothing.

* * *

><p>News that several of Princess Luna's guards mysteriously disappearing in the night while on patrol traveled swiftly through the guards and soldiers, starting with those who were patrolling that night, through the day guards, and eventually reaching Captain Loft Wing and the other captains through the reports that were made over the days, and by that extension Twilight and her friends, but they were fortunate that it hadn't reached the public's ears. There was also news from Captain Loft Wing that once morning came, Princess Celestia had ordered a city-wide search for the missing guards the following mornings and into the live-long day. They were found on the third day in an abandoned building not too far from the train station, all of which had been forcefully, and some near-fatally drained, of their manamagic, according to medical tests, with no species-specific targeting being evident, as there were a mix of earth ponies, pegasi, and unicorns alike. The one piece of good news that Loft had for Twilight and her friends was that every single guard that went missing was accounted for.

"This is getting out of hand," Loft Wing said as he paced in the large guest room in Canterlot Palace where Twilight and her friends used, "Between all of the guards who've disappeared at night and those refusing to go on night patrol, we're creating a large gap in our security that the enemy can use. Add to that the fact that after four days of searching for one pony we've uncovered nothing, other than the fact that she used the abandoned building to hide the ponynapped guards. The Princesses are being pressured into increasing the state of awareness from high alert to a state of emergency, but are afraid that doing so will cause a panic within the citizens." He stopped his pacing and faced Twilight and friends, concern written all over his face. "Whatever it is she's planning, it's going like clockwork."

"I just can't understand how or why Trixie's sucking magic out of guards," Rainbow Dash said, who was sitting on the floor next to the bed. "I mean, what's the point?"

"There's only one reason I can think of," Twilight said as she paced, then stopped as she looked to the others. "The Amulet has a very finite, but powerful amount of magic, so it's trying to gather as much magic as it can. And the only reason why it would be doing that is because it's planning to act, and soon."

"Twilight, dear," Rarity said as she raised her hoof, "Not to cut your little lecture short, but would you please simplify what it is you're trying to say for the rest of us?"

"Oh," Twilight said, blushing bashfully," Right, sorry. What I'm trying to say is that, given the evidence of everything that's been happening in the past three days, the Amulet is planning a siege on the Palace, and very soon."

The room went silent, the news that Trixie -or rather, the Amulet- is possibly plotting to attack the most secure location in Equestria a little hard to take in all at once, save for Loft Wing, who nodded in agreement.

"There was mentioning during the captain's briefing that a siege could be a possibility," he said, "But it was quickly dismissed as panic-induced gossip. The fools here are delusional enough to believe that Canterlot Palace's security is impenetrable."

"That's because they don't know what we're facing," Twilight said, "They didn't witness what happened in Ponyville, and they certainly haven't ever faced anything like those monsters."

"So basically what yer sayin' is that they're headin' into a rodeo with no rope..." Applejack said.

"More like going into one, expecting a bull but getting a manticore," Rainbow Dash said, crossing her hooves, "Or a dragon. In my opinion, if they can survive a lightning strike, nothing will stop 'em."

"All the more reason why I was glad to hear that Princess Celestia increased guard patrols in and around the palace," Captain Loft Wing said, "If the enemy is planning to lay siege, we'll hold it off long enough to where you six can intercept Trixie, use the Elements, and finally end this nightmare."

Twilight and the others nodded in agreement, Pinkie bouncing around as if there wasn't a care in the world. She suddenly stopped bouncing, causing the others to look at her, and she looked around randomly.

"What is it, Pinkie?" Fluttershy asked.

"Maybe it's just me," Pinkie said, "But doesn't it smell a little smokey? It's probably just me, or maybe somepony's making s'mores!" She began to bounce again, her unbound joy radiating from her face. "Oohooh! Can we go get some s'mores too?! Huh, can we?"

The others watched Pinkie bounce around, but ultimately ignoring her as they raised their noses upward. Everyone took a whiff of the air, and sure enough there was an ashy, smokey smell in the air.

"I smell smoke, too." Fluttershy said.

"Same here," Rainbow Dash added.

"Wonder where it's coming from?" Twilight wondered aloud. She would soon get her answer, as the sounds of hooves clopping on marble flooring could be heard getting louder and louder before the door flew open. Everyone quickly looked towards the door, and saw a single guard, out of breath and looking shaken to the core.

"C-Captain!" the guard shouted, "C-Canterlot City, it's burning!"

"What?!" Loft Wing said. Not waiting for a reply, he quickly made his way to the balcony, where he suddenly stopped, frozen. "Oh no..."

Twilight and the others quickly joined his side, and when they looked down towards the city all they could do was gasp. Just as the guard had announced, large plumes of black smoke were rising up from various points in the city as fire raged, the feint sound of civilian ponies below screaming and shouting could be heard from where they stood.

"No way," Rainbow Dash said, her wings drooping to her sides.

"It's Trixie," Twilight said, "She's started her invasion!"

"Th-There's more news, Captain!" the guard said as he stepped in, causing everyone to turn and face him. "Sir, the Palace has been breached! Several large beasts stormed in through the gates before the guards could erect a force field! They were distracted by some pony pleading to get in!" For some, namely Rarity, Twilight, and Fluttershy, the room began to spin as the events tried to be pieced together in their minds, everything happening so suddenly and so devastatingly at the same time. Loft Wing was the most level of them, as he stepped forward and closer to the guard in front of him. He then looked back to Twilight and friends, and quickly put on an air of authority befitting his title.

"Twilight," he said, snapping her and the others back, "You and the other Bearers head to the throne room and protect the Princess at all costs!"

"But what about you?" Twilight asked, a twinge of concern hanging from her words.

"My soldiers need me," Loft Wing answered swiftly, "I'm a captain, after all." And with that, he reared and bolted out of the room, the palace guard behind him. She wanted to follow, but after two steps Twilight stopped herself and remained where she stood, secretly biting her lower lip as her eyes watered as she tried to hold back sudden, unknown emotions.

"You alright, Twi?" Applejack asked as she approached her side. Twilight gave a nod as she quickly rubbed her eyes, hoping to hide any evidence of her emotional distress. This didn't fool Applejack, for had a feeling that she wasn't, and that there was more to it than appearances, but now wasn't the time for girl talk. She put a hoof on her shoulder, trying to console her friend. "C'mon, ya heard the captain. We gotta go and protect Princess Celestia."

"Y-You're right," Twilight said. She looked to Applejack and gave a light smile. "Thanks, Applejack."

Applejack returned the smile, then nodded. "Y'all can thank me when this is all over."

"Right," Twilight said, "Now let's go!" She received agreeing nods from her friends before Rainbow Dash flew right by her, shortly being joined by Twilight and the rest of her friends.


	6. Chapter 6

**CHAPTER 6**

* * *

><p>The main halls that were closer and wider to the main foyer were in complete chaos, with soldiers doing everything they can to repel the shadow beasts. Despite their valiant efforts, the beasts slowly pushed forward and were picking up steam as they tore through the ranks. And with each lost stand-off between them and the beasts, the morale of each unit slowly shrank, making the work all the more easier for the beasts to plow through towards their ultimate goal. Despite the overpowering need to help the other soldiers, Twilight and her friends knew that to stop and help would only give less time to barricade the throne room. But as they made their way, they were unknowingly aiding the soldiers in a different, but powerful way. Their presence didn't go unnoticed, and when the soldiers recognized her and the others as the Bearers of the Elements a sense of relief and confidence began to wash over, and morale began to rise among those left who were now taking posts in front of the hall entrance that led directly to the throne room. This charisma trailed behind the Bearers and spread to the other guards in the lone hall as they made their way, and guards who were once hopeless rose and began prepping for the coming horde that no doubt was right behind them. Twilight and the others stopped when they reached the main door, which was heavily guarded and lined wall to wall with guards and the finest soldiers Canterlot had to offer, and stood fast as she addressed four guards - two pegasi guards and two unicorn soldiers - directly in front of it.<p>

"Let us pass," Twilight commanded. The guards nodded and parted, quickly opening the door wide enough so that they would have to go in single-file.

"Of course. Please, hurry," the guard said as he motioned inward. Twilight nodded as thanks to the guard, then quickly dashed in, her companions nearly head to tail as they quickly marched in. They were greeted by several squads of guards and soldiers, armed at the ready with the most serious and still expressions on their faces. What caught their attention the most was Princess Celestia herself, standing tall and regal with and behind her forces, ready to fight herself as well. Her hardened demeanor quickly softened at the sight of Twilight and the others, followed by a sense of relief as they approached.

"Twilight Sparkle," Celestia said. She gently embraced her number one pupil, released her, then looked over the others. "I am so relieved to know you and the others are safe. Have you seen what it is like out there? How are the other guards faring?"

"Not well, I'm afraid," Twilight said, getting a concerned look from the Princess and some side glances from the surrounding guards. "Estimating by how far the monsters have gotten in such a short time and the remaining distance between them and here, I'm predicting that they'll be at the doors in a few minutes. A half hour, optimistically."

"I see," Celestia said glumly. "I was afraid of this. Most of the guards were only trained to handle riots and other small threats and annoyances in and around the palace. But nothing could've prepared them for this."

"Princess," Twilight said. She hung her head, a little ashamed. "I'm so sorry. I should've informed you the moment we arrived in Cantelot about the monsters and the Amulet being so close the palace and you. But we've been so busy trying to find Trixie, and I got so caught up in wanting to help her..."

"Say no more, Twilight Sparkle," Celestia said after a moment's pause. Twilight looked up, and sure enough she wore a warm expression that translated her understanding. "While you did fail to update me on this crisis, I assure you that I am fully aware of the situation, both in Ponyville and in Canterlot."

"You do?" Twilight said, "But, how?"

"Captain Loft Wing," Princess Celestia answered, "He's been keeping me informed since he and you six arrived from Ponyville, while you and your friends were out looking for Trixie." She then motioned to the guards and soldiers in front of her. "In fact, when he mentioned that whatever caused the large disruption of dark magic was in Canterlot, I began preparations immediately. It was only when he mentioned you had a theory of the possibility of an invasion and the various night patrollers began to disappear, then later found that their magic had been stolen away did your theory begin to hold ground, and I knew I had to make haste. Unfortunately, it seems as though even with all the time we had, we just weren't prepared enough."

"Princess," Twilight said softly. But before she could say any more, she was interrupted when a startling and loud bang came from the double doors. Everyone, including Celestia, quickly shifted their attention to the door, and another loud bang could be heard, followed by the sounds of clashing metal of spears and muffled shouts of the last line of exterior defense.

"They're at the doors," A guard from the front said softly. He then turned to look to the rear, a stern expression on his face, mixed with a drop of fear. "They're at the doors!" He shouted, and was answered with the near simultaneous sound of spears being raised at the ready. "Defend the Princess and the Elements at all costs!"

"SIR!" the soldiers all answered in sync, taking a fighting stance. Twilight, Pinkie, Rarity, Applejack, Rainbow Dash, and even Celestia, also took a fighting stance, with Fluttershy looking more nervous than anything. Rainbow Dash looked especially fierce as her anger towards the monsters resurfaced, remembering what they did in Ponyville and what she imagined they did in Canterlot, aside from setting fire to it.

"Lemme at 'em!" Rainbow Dash shouted, "It's payback time!"

The loud bangs and unidentifiable shouts stretched on for minutes, nearly reaching the fifteen minute mark, but for Twilight and her friends, it almost felt more like an hour. The battle just beyond the door began to quiet down, until nothing could be heard and left the throne room in a maddening and deafening silence. Celestia focused intently on the door, her hearing much more sensitive than the others due to her being an alicorn but was quickly being proven ineffective and unneeded. She instead felt a powerful magic just on the other side of the doors, incredibly dense, oppressive, and chilling, and she immediately recognized it as the dark magic she felt only a few days earlier from Ponyville. She then quickly noticed the magic fluctuate, condensing around the area of the doors and it's pressure beginning to rise. As quickly as she felt it, she knew exactly what was happening, and was quickly filled with a startling fear.

"Brace yourself!" Celestia shouted. No sooner had she said that, the double doors violently and loudly burst open, a large gust of the shadow magic and wind shortly following, but the guards remained firm to the ground. The frontline of guards took the hardest hit from the gust, along with Twilight, Rarity, and Applejack, who weren't used to such strong winds in their eyes, having to shield their faces from any debris that might've been kicked up while the rest of the squad further back simply shut their eyes. Regardless of where they stood, the guards quickly recovered and snapped to attention, Twilight and the others following soon, spears outward and ready for a surprise charge. But no charge came, and instead they were met with a sight that baffled even the Princess herself. The monsters were all huddled together, standing just at the threshold of the doorway, still and as if uninterested.

"What d'you think they're waitin' fer, Twi?" Applejack asked in a whisper.

"I have no idea," Twilight whispered back. It could then be seen that the creatures the farthest back were parting, the wedge making it's way forward as whatever made it's way to the front. The guards at the front tensed, seeing glimpses of whatever was parting them come forward. The last of the monsters finally parted, revealing the identity of the wedge to be none other than Trixie. Twilight and the others gasped at her horrid appearance, Rarity and Fluttershy nearly fainting. The once blue unicorn was now almost half-covered in black, her silvery blue hair untouched, with strange, neon lines and runes that even Celestia couldn't identify running up and down her body and blackened horn, and her one eye was completely sickly yellow. Her other eye seemed normal by appearance, but showed that it was glazed over and lifeless, as if under a deep hypnosis or a serious case of spacing out. The edges of her mouth looked as though they were cut twice, forming perfect right angles that connected the edges of her natural mouth.

"Trixie...," Twilight muttered softly.

"I will finish this personally," Trixie said, her voice speaking in sync with a second, deeper voice, and stepped forward. The front line of guards quickly charged towards Trixie, only to be violently and quickly parted evenly and sent flying in either direction by her, without so much as flex of her horn or ceasing her march. Twilight and Celestia stared in awe at what she just did, both equally stunned as how much stronger and refined the magic has gotten in such a short time. Soon the rest of the guards charged in, and all of them were met with the same outcome of being launched from where they stood without warning sideways and smashing into the walls and pillars, until all that was left was Trixie, Celestia and the Bearers.

"Surrender, or be met with the consequences," the possessed Trixie said coldly.

Celestia's horn quickly glowed a brilliant golden yellow as the double doors became enveloped in the same colored magical aura and suddenly shut themselves, a thin veil of rainbow shining magic quickly draped over it as her spell was placed. Banging quickly followed as the beasts on the other side tried to break through, but the spell reflected all and any attacks back at them.

"You have made a grave mistake," Celestia said, spreading her wings as she prepared herself for a battle. She then looked to Twilight and her friends. "Stand aside."

Twilight and the others did as they were told. When Celestia had felt that they were far enough away from her and the impending battle, she then began to unleash her true power and her fury. (cue the battle music from Hyrule Warriors: Cia's Castle/Palace)

Celestia made the first move. She quickly charged then released a powerful beam of her golden magic towards the possessed Trixie, who dodged it by teleporting to the side in a quick flurry of black pixels. Trixie retaliated with the same attack, her beam a dark, nean red with pixels traveling within it, and Celestia quickly dispatched her attack with a force field. Celestia then took to the air, then charged straight at Trixie, her golden hooves radiating a bright light, and slammed on the ground, sending a magic shockwave through the ground, and jumped back into the air. Trixie attempted to teleport away again, but was met by the shockwave as she came back, and was knocked into the air and cried out in the unknown deep voice. Instead of obeying the laws of gravity, Trixie stopped in mid air, then righted herself in an upward, bipedal position as she hung in the air as if by her head, like a puppet, as the Amulet began to glow faintly.

With Trixie's sudden levitation, the battle became an aerial one as both charged up their magic, creating visible spheres of magical aura around themselves, Celestia's being that like that of the the sun and Trixie's being the same dark, hazy neon red as her magic beam, and began to charge and clash repeatedly in the air, releasing large amounts of energy with each collision. As they clashed, Celestia could see that Trixie's expression never changed, frozen in the same, blank yet sinister feeling face even in the heat of battle, and she chalked it up as being a symptom of her possession. She also felt that each clash seemed to weaken this dark magic, enough for her to notice the difference, and enough to know that at this rate, despite how powerful she may be now, the fight will end in her favor.

On the ground, Twilight and her friends watched in awe and fear as Celestia and Trixie did battle, flinching with each shockwave created from the impacts between the two fighters but never taking their eyes off of them.

"This is crazy," Rainbow Dash said, "It's like Trixie's almost as strong as Celestia herself! How the hay is that possible?!"

"Trixie may be strong," Twilight said, looking to Rainbow Dash. "But remember that the Amulet only has a finite amount of magic. All that strength will count for nothing once Celestia wears her down."

Rainbow Dash looked to Twilight, who gave her a reassuring grin. She then returned the grin with own before another shockwave made them all wince, and then looked back up to the fight in front of them. "You'd better be right, Egghead." she muttered to herself.

Celestia and Trixie parted after a recent clash, stopping at opposite ends, before both charged at each other again, this time both going at it with all they had. Just as they were about to meet, Trixie suddenly vanished, and Celestia stretched out her wings to quickly pick up drag and stop, which she did successfully. She quickly turned around in time to catch Trixie reappear, then suddenly charged towards her. But this time Trixie didn't charge at her. Instead, she let out a low groan in the same mysterious voice, the pitch raising as she focused the dark magic. The sphere of magic that eneloped her split and condensed to her hooves, with which started to spark in a mix of black and hot reddish pink static. Celestia stopped her charge as she saw Trixie lower and point these charged hooves at her, and readied herself.

To Twilight's and the other's surprise, Trixie began to fire a fast salvo of small but incredibly compact and powerful shots of dark magic at Celestia. She quickly raised her force field, blocking the assault, and she took the moment to charge at her once Trixie stopped. But before she could reach her, Trixie vanished in a flurry of pixels again, then suddenly reappearing at her four o'clock. The moment she reappeared she fired another salvo towards Celestia, who managed to dodge out of the way in time before she could be hit. Celestia again tried to close the gap between them, but Trixie vanished as quickly as she reappeared before she could, leaving the Princess now dead center of the room. Celestia's eyes quickly darted around her, ready to pick up any sign of movement and act in an instant. Her strategy would soon pay off, as Trixie suddenly appeared in front of her and fired again. Celestia dodged, and Trixie instantly disappeared and reappeared behind her, firing again and missing the Princess.

This continued on for several attacks, with Trixie's teleportation becoming sudden, rapid, and random as she attacked, but Celestia countered with her own teleportation and quick and graceful dodges. As this went on, it was clear to Celestia that this form attack is a sign of desperation, because she could feel that with every teleport and salvo she could feel the dark magic that radiated from the possessed pony fluctuate and diminish greatly, estimating that if this attack pattern continued, it would only last a few more teleports. After another shoot-and-run, Trixie reappeared in front of Celestia, and out of expectations she attempted to dodge another flight of magic shots. Instead, she saw Trixie simply floating there, her forelegs lowered. Celestia was trying to figure out what she was doing, but before she could even contemplate a thought Trixie disappeared again, only to suddenly reappear above Celestia.

With no time to respond, Celestia couldn't dodge the downward buck from Trixie, her legs powered up from the Amulet's dark magic, and fell to the ground hard. Celestia shook her head, trying to regain her senses, and with a flap of her wings she levitated high enough to get back on her hooves.

"Princess Celestia!" Twilight shouted as she pointed upward. "Look out!"

Celestia looked to Twilight as she shouted, then quickly looked upward, and gasped at what she saw. The possessed Trixie had summoned a large glowing neon red orb of dark magic above her head, the orb covered in warped lines in the same unkown lines that covered parts of Trixie and was pulsating. Celestia could feel whatever dark magic was left in Trixie's body was now condensed into what she could bluntly describe as an incredibly powerful yet unstable bomb. When she thought that the shoot and run technique Trixie was doing was a last resort, she failed to take into consideration a scenario as destructive and suicidal as this. Trixie dropped the large orb as soon as Celestia looked up, giving her precious little time to think of how to eliminate this bomb without setting it off.

She quickly focused her magic, her horn lighting up brilliantly, and shot a widened beam at the magic bomb, effectively "catching" it in mid-air. The moment her beam made contact, she could feel the full weight and pressure that it emanated, causing her to grit her teeth and squeeze her eyes shut, straining herself just to continue pushing back the bomb. She then suddenly felt the familiar magic of Twilight, and as she looked to her right she realized that she had guessed correctly. Her prized student had come out of hiding and was now aiding her in pushing back the bomb, straining just as much as she was in her effort.

She then suddenly felt another source of magic on her left, and looked that way to find Rarity there as well, focusing as much of her magic as she could muster to aid her. Despite their dire situation, Celestia couldn't help but feel moved by these acts of loyalty. And in that warmth, she found the will to dig deep and find the strength and confidence to end all of this. She turned her attention back to the bomb and to Trixie, and as she focused her magic, her eyes began to glow in a blinding white light as it quickly grew in intensity, the passion from her student and her friends fueling her, and they were finally pushing the red bomb back. And for the first time since their battle, Celestia finally saw an expression - shock - on Trixie's face, as her supposedly last attempt was about to blow up -literally- in her face. With what little magic she could muster, she pulled up her own force field just as the bomb made contact, Celestia doing the same for herself and the others, and it erupted in an incredibly violent explosion, blinding everyone there.

When the dust finally cleared, Celestia lowered her force field. All six of them gathered around her and looked around, trying to find Trixie, but Celestia didn't have to. For right before them Trixie was on the ground, trying to stand, looking injured and exhausted. She was panting, which caught the attention of Twilight and the other Bearers, in a raspy mix of her voice and the mystery voice, then looked to Celestia and Twilight with a deathly gaze, as if still willing to fight to the bitter end. Celestia then looked to Twilight.

"Now, Twilight," Celestia said, causing said Twilight to look up to her. "Use the Elements of Harmony and set Trixie free!"

Twilight nodded, then closed her eyes and focused her magic through her Element. Her Element responded, and soon each of the other Elements were reacting also, levitating each of their Bearers up. Applejack closed her eyes, and her Element of Honesty began to pulse with an orange energy shaped like an apple; Pinkie Pie closed her eyes, smiling obliviously, as her Element of Laughter began to radiate blue in the shape of a balloon; Rainbow Dash and Fluttershy closed their eyes as well, their Elements of Loyalty and Kindness, respectively, radiated red and pink magic rings in the shape of a lightning bolt and a butterfly, also respectively; and finally, Rarity closed her eyes and focused on her Element of Generosity, which responded vibrantly by radiating diamond-shaped purple magic rings.

As the Elements resonated, Rarity's Element of Generosity sent forth a small rainbow from either side of her, which reached out and connected to Applejack's Element, then to Pinkie Pie's, Rainbow Dash's, and Fluttershy's Element. The two ends of the rainbow double-helixed around Twilight, reaching upward and finally connecting to her Element, completing the entire connection. Twilight's eyes then shot open, now glowing in a blinding light, as her horn and Element lit up even more before encompassing herself and the other Bearers and disappearing in a brilliant orb of light, with only their dark silhouettes being visible from the outside. Trixie struggled to maintain her view, the harsh light only harming her stained form, as the mana reverberations cause her to tremble under the powerful yet unseen pressure.

Trixie was, however, able to clearly witness a large rainbow erupt straight upward from the encompassing orb of light, only to have it arch and come straight back down towards her, and then all she saw was rainbow. The powerful magic surged through her cursed self, causing her to let out a screaming cry of pain, pain from the forceful separation between her and the Amulet. Light began to break through the blackened portions of her body as if it were blackened glass, her feminine cries shifting to the deeper, cursed howl, before the white, blinding light encompassed her.

The light that had encompassed Twilight and the others diminished and eventually faded as the Elements slowly deactivated. One by one the young heroes touched down, only to fall over themselves from exhaustion but with proud smiles on their faces. Twilight was the only one who remained firm in her legs, but felt the same drained sensation as her friends, and was joined at her side by Princess Celestia as they looked to where Trixie stood.

"Did...did we do it?" Twilight asked weakly.

Twilight received no answer from the princess, but she soon found that she didn't need it. Their efforts were rewarded, for Trixie looked like her old self again, free and purged from all of the dark magic that encroached and infected her, physically, and hopefully mentally, and was unconscious. Twilight let out a sigh of relief as she collapsed, finally able to relax. Princess Celestia further praised Twilight as she laid a wing over her while she lowered the shields on the double doors.

"Oh, thank goodness," she said

"You and your friends have done well, Twilight Sparkle," Celestia said softly, "No doubt that Trixie will be grateful as well."

"_Your Trixie is not the only one who is grateful,_" a voice rang in the air. What calm that was felt quickly died as Princess Celestia, Twilight, and the rest of the Mane Six quickly tensed up. Rainbow Dash was the first to her hooves, having to make due since she found herself too tired to even fly.

"Who's there?!" Rainbow Dash shouted. It was a question she would soon regret uttering, as the entity answered, chuckling slowly and menacing at first. Then, everyone's attention was quickly snapped to Trixie, who began to slowly levitate by the neck, more accurately by the Amulet itself, as her limp body hung. She then suddenly fell back to the hard marble floor, landing with a wincing thud, yet the Amulet remained in the air, still and ominous. Celestia was quick to act, as Twilight only felt a rush of air she had made as she took to the air and charged towards the relic.

The princess couldn't come close to the charm, as it reacted by throwing up an amber shield around itself in time for Celestia to slam into it. The moment she made contact, she was electrocuted by the coursing energy, letting out a cry of pain that was especially felt by Twilight. Then, everything went into slow-motion as Twilight and her friends witnessed Celestia fly backwards and to the ground, her crashing kicking up dust and debris around her as she landed at Twilight's and the others' hooves.

"Princess Celestia!" Twilight cried, quickly joining her mentor's side. She was met by Rainbow Dash and the others, their strength returned by the adrenaline rush from what they had just witnessed. They were all relieved when they saw her chest move, that she was breathing. She was unconscious, but alive, and that's what mattered now. That relief was short lived, however, as the room began to slightly dim, causing the six mares to look upward. The double doors then began to bang loudly, quickly snapping their attention to them, and Twilight suddenly gasped. Her quick analytical skills, in fractions of a second, pieced together what was to happen.

"The doors!" Twilight exclaimed, "Without Celestia's barriers, those monsters will come crashing in any second!"

They didn't have to wait long for Twilight's prediction to come true. After several loud bangs, the doors burst forward, a thick cloud of black smoke immediately washing over the throne room. Twilight and the others quickly turned about, their backs to Celestia as they stood firm to protect her at any cost, their ears nervously twitching either which way to pick up any hint of sound that would be evidence of the monsters' presence. Fluttershy let out a loud yelp then a scream before she disappeared into the smoke, the others quickly snapping their heads towards where she once stood.

"Fluttershy!" Pinkie shouted, but received no answer. Another yelp followed, though it was more akin to a scream, which sounded like Rarity, which caused them them to turn to her, but again they missed her after she suddenly disappeared. Rainbow Dash started to shake in a hot mix of rage and fear. These monsters were going to pick them off one by one if she didn't do something, she thought. She was brought back when Applejack let out a yelp right next to her, and she quickly darted her head just in time to see her friend's scared face disappear into the darkness.

"Applejack, no!" Rainbow Dash shouted, and without a second thought dashed into the smoke.

"Rainbow Dash!" Twilight shouted. She was immediately met by Rainbow Dash's scream, then Pinkie Pie's, and quickly looked her way, but saw nothing. Twilight began to shrink back in fear, now being the only one left defending Celestia, and by no means a match against one of the monsters, let alone a swarm of them. The smoke then engulfed her and Celestia, blinding her and causing her to cough heavily. She didn't have time to recover, for before she could even anticipate an attack she was quickly and forcefully swept up from where she stood, causing her to scream. She couldn't see it, but she felt that the monster was still on the move, and very quickly, but only for a short distance before it came to a sudden stop, then throwing her to the ground and pinning her with it's large hand.

Twilight's scream was enough to bring Celestia back, and she groaned in pain from both being magically electrocuted and falling to the ground.

"Twilight?" She muttered as her eyes fluttered for a moment, collecting herself, then quickly shot open as she gasped, suddenly coming to. She raised her head, noticing the black smoke hanging in the air, then stood and conjured a strong whirlwind, dismissing the black cloud. Her worries and fears were confirmed the moment the room was free of the blackness, for on the other side of the room Twilight, Rainbow Dash, and the others were all restrained, each by a single black beast. Twilight, Pinkie, and Rarity were being held down on the ground single-handedly, while Applejack's struggling forced the beast restraining her to use both hands. Fluttershy and Rainbow Dash were held in mid-air, Fluttershy being held in the beast's one hand and looking scared to death. Rainbow Dash, meanwhile, was putting up just as much of a struggle as Applejack was, forcing the creature holding her to go double-handed as well.

Celestia began to dash towards her friends to save them, but was suddenly stopped when the familiar amber shield of the Amulet suddenly descended in front of her, and slowly stepped back, keeping a wary distance. As suddenly as it came down the Amulet within began to morph and change, until it appeared to look more like a piece of chest plate armor than a trinket. The red gem in the center lit up and sent forth a flurry of black pixels from the back of the plate that engulfed the entirety of the interior of it's barrier, which then began to bend and shape into a four-limbed bipedal body and condensing the black fragments until no space could be seen in between them, with the single-gem plate moving forward to what could be called the chest.

As the black pixelated figure stood motionless in front of Princess Celestia, Twilight couldn't help but notice from behind that the outline of the figure was somehow familiar to her, but she couldn't for the life of her remember where she would've seen it. As she pondered this thought, the black pixels that made up the thin layer on the figure began to drift off and disappear, starting from the pointed head and made it's way down to it's feet, and revealed itself, and Twilight was suddenly reminded of the black-robed figure from her nightmares.

Twilight stared in horror as the creature of her nightmares was now standing, in all reality, in front of Celestia. Her mind, as frightened and stunned as it was, was still sharp enough to remember what happens in her dreams once this...thing...made itself known, and she knew she had to warn Celestia.

"Princess Celestia!" Twilight shouted, then let out a cry as the beast holding her squeezed her in an attempt to silence her.

Princess Celestia looked past the strange figure in front of her to Twilight, then back to it as she steeled herself, her horn charging up with magic. But before she could even let out a spell, the creature held out it's left arm, and the beasts behind him responded by starting to squeeze all six ponies and causing them to cry out in pain. Celestia froze at the sound of her friends' suffering, and with great reluctance stood down, her horn losing it's magical shimmer. The figure responded by lowering it's arm slowly, the beasts ceasing their torture and Twilight and her friends's cries, with the exception of Fluttershy, who continued to sob out of fear and slight pain.

"Release them!" Celestia ordered through gritted teeth.

The figure remained silent for a moment longer. The deafening silence, coupled with it's bizarre yet foreboding appearance, only caused the tension between it and Celestia to thicken as the seconds ticked away.

"My name...is Zant," The figure finally spoke, "And I offer you a choice, _Princess_ Celestia." Zant paused a moment, waiting to see if Celestia would make a move. When none was made, he continued. "Surrender...or die."

Celestia's jaw nearly dropped as she gasped, her shock showing through her stern demeanor.

"Oh yes," Zant said, "A decision that spells the fate for all of Equestria."

Celestia stood frozen, Zant's words echoing through her mind. This creature was threatening not only her life, but the lives of Twilight, her friends, and all of Equestria unless she yielded. She questioned herself if he was truly capable and willing to do so, but she knew full well that it was a gamble that was never worth risking, even for a single pony's life.

"So what shall it be?" Zant continued, "Surrender, or perish? Life...or death?"

Celestia slowly lowered her head, the weight of defeat slowly setting in, as she slowly fell to her haunches. Twilight and the others stared in horror and in complete disbelief. Their princess, their idol, their goddess of the Sun, was about to relinquish.

"Don't do it, Princess!" Twilight shouted. Celestia quickly looked to her, and she saw that twin rivers of tears were already flowing down her face, she was so distraught. It was this that hurt and tore at Celestia the most; not the fact that she was about to surrender to the fiend, but that her faithful student, her star pupil, and even daresay her dear friend, had to bear witness to all of it.

"I'm sorry, Twilight," Celestia said, looking away and back to Zant, "Im sorry, everypony. But he leaves me with no choice." Slowly and reluctantly, Celestia reached for her crown with her magic. When she removed it, she let it drop, and all the world began to slow for Twilight and the others as they witnessed their beloved Princess's crown fall, the metallic clatter ringing and echoing louder than the school bell as it landed and bounced, and soon all was silent.

Celestia lowered her head in reluctant defeat, then noticed the ground around her was glowing dimly in the same hazy amber that encompassed Zant before his transformation in a square pattern. She gasped, knowing this to be Zant's work, and reared in an attempt to get out of the square. She was unfortunately too late, for the square suddenly shone brightly and shot it's light upward, the light quickly solidifying and shaping into an amber obelisk, imprisoning her in her frozen, reared, and shocked stance.

Twilight's heart nearly gave out from the sight. She couldn't believe what she was seeing. She didn't want to believe it. The nightmare that plagued her for several nights prior was now playing out right in front of her eyes, albeit a little different in minor details. Regardless, newfound terror washed over her as she remembered that, should her dream continue to play out, her friends would also soon be imprisoned the same way. Her mind raced to find a way to escape, but became distracted when Rainbow Dash finally snapped.

"NOOO!" Rainbow Dash screamed. She began to struggle and thrash harder than ever, the monster restraining her seeming to struggle to keep it's hands on her. "You COWARD! I'm gonna kick your flank from here to Tartarus and back!"

"Hmph, such idle threats," Zant said. He slowly turned and faced the six mares, causing Fluttershy to squeak in terror from seeing the "face" of his helmet, with everyone but Twilight believing it to be his natural head. The only one who wasn't stricken with terror was Rainbow Dash, who was still thrashing in her attempt to escape while glaring daggers at him through tear-filled eyes, and Twilight, wanting to show her matched rage as Rainbow Dash, but was too stunned to do so.

Rainbow Dash then heard the distinct _click_ of her Element necklace being undone, and soon saw it floating away from her neck towards Zant. The other Elements soon followed, one by one removing themselves from their respected Bearers and gathering towards him in a collected, floating heap.

"Hey!" Pinkie Pie shouted, her tone more akin to someone simply swiping away a pencil she was just using.

"Wha' in tarnation?" Applejack added a she watched her Element drift away.

"The Elements!" Twilight shouted as her tiara, the last Element, floated away and towards Zant. "Give them back!"

"You are in no position to order me," Zant retorted, "Without your precious Elements, you are no longer a threat to me." He then reached out to Twilight's element, revealing what she could describe as a five-appendaged claw, the similarity matching that of the beasts that held her down, but with a red swirling pattern in his palm. But before he could touch them her Element reacted by zapping him with a weak bolt of magic. He recoiled, letting out a squawk of pain and comically throwing himself back, balancing on one foot. This naturally caused a snort from Pinkie Pie, which grew into a full on chuckle. This quickly stopped as Zant suddenly composed himself and stared down the pink pony, or at least that's how it felt, taken again by the all too familiar fear. He then turned his attention to the whole congregation, while allowing the Elements to slowly orbit him.

"Take them away," Zant ordered, "But leave them alive. No doubt that they are seen as heroes, being bearers of these 'Elements of Harmony'," He paused, then gave a low, throaty chuckle before continuing. "They will then be publicly executed, as a warning to all those who dare to oppose me. I will show the masses that I am now the one and true King!"

Every pony's blood went cold when they heard him. Fluttershy took it the worst, quickly fainting in her monster's hand, while the others started to struggle for all their worth in vain. Rainbow Dash gave it the best with all her worth, but it simply wasn't enough. It only angered the beast, causing her to be slammed into the ground, hitting her head and knocking her out cold.

"Rainbow Dash!" Twilight cried out. It was the last thing Twilight saw before she felt a hard and painful hit in the back of her head, and all went dark. Meanwhile, tucked away in the shadows of a nearby hallway, an equine figure in a hooded robe hid as she witnessed the demise of the Princess and the Bearers. She then decided it was time to retreat, before her presence was made aware to the usurper, but not before she made her way to one special portion of the palace.


	7. Chapter 7

**CHAPTER 7**

* * *

><p>Twilight came to after Celestia knows how long, and was incredibly groggy. She was only truly woken up when she heard the sound of hooves pounding on metal, more specifically iron bars. Twilight groaned as she slowly rose, and when she did she noticed that she felt strange, almost drained, like when she exhausted herself of magic from hours of practice, a feeling she was quite familiar with. Her attention shifted when she could hear the familiar voices of her friends talking between the ringing of the struck metal bars, though it was clearly more like arguing.<p>

"Oh for heaven's sake, Rainbow Dash," Rarity complained, "You've been pounding on those bars for so long I lost track!"

"At least I'm trying!" Rainbow Dash snapped, panting.

"That's not fair, Rainbow Dash," Fluttershy said, "You know that Rarity can't use magic in the royal dungeons."

The royal dungeons? Twilight knew that those particular cells were enchanted with unicorn magic-cancelling to prevent lock picking. It would certainly explain why she felt so drained, but at least she and her friends were still alive. She groaned as she brought herself to her hooves, gaining the attention of her friends.

"Twilight!" Applejack said, rushing to her friend's side, "Oh, thank goodness yer alright. How ya feelin'?"

"Ugh, don't ask," Twilight said, rubbing the back of her head. Once she had collected herself enough, she was made aware of the pounding headache she was having. "What about everypony else?"

"We're okay, fer what it's worth," Applejack answered, "Rainbow Dash got it the worst. Dang monster gave her a good-sized cut on the side of her head, but thankfully Rarity and Flutters were able to help her."

Twilight didn't hesitate to look over to Rainbow Dash, who stood in front of the iron bars of their cell, and was relieved to see that she had a white linen wrap around her head. She also saw Pinkie Pie, who was casually drawing on the brick and stone wall, and was inadvertently in the middle of writing **_Pinkie wuz here!_** in crayon. She wanted to ask where she got the crayons, but after knowing Pinkie for so long she knew it was best not to ask. Rarity was resting on the single makeshift bed of a bench, with Fluttershy across from her, also resting.

"So, what are we gonna do now, Twi?" Applejack asked, pulling Twilight's attention back to her. She could see what little hope was in the farm mare's face, and noticed that the others were looking to her as well with the same hopeful look in their eyes. Twilight's ears went flat as she sulked and looked to her hooves.

"I don't know," she said softly, "I don't even know if there's anything we can do." She got up and walked over to the corner on the left end of the room, then fell to her haunches.

"Twilight," Applejack said, a little taken back.

"Celestia's been imprisoned," Twilight continued, her voice shaking as she went on. "We lost the Elements of Harmony, and we're stuck in a magic-canceling dungeon cell with no hope of escape or rescue!" She sank even lower, her tail wrapping around her side and hiding the tears forming in her eyes. "What's worse, we're going to be killed in front of everpony we know and love! There is no hope."

Applejack and the others were in a complete state of disbelief from what they were hearing. Twilight Sparkle, the one unicorn they all could turn to in the most dire of times, aside from the Princess herself, had given up and was falling into despair. Well, Applejack wasn't going to have any of it, and strode over to the huddled Twilight. She quickly turned her around by her shoulder and hugged her harder than she's ever had, aware of Twilight's tears on her cheek but simply ignored them.

"Now don't think like that, Twi," Applejack said, petting Twilight's back, "Yes, we're in one heck of a pickle, but so what? We've all been through all kinds o' terrible situations before, and we've seen them through together!"

"Applejack," Twilight muttered.

"That's right," Rainbow Dash said, adding herself to the group hug, "We're not going to give up, and we're gonna keep fighting to the very end!"

"Hey, I wanna be in the group hug too!" Pinkie Pie shouted, and with lightning quick speed dashed and glomped into the three ponies, her crayon still spinning in the air before finally dropping.

"You see, Twilight?" Rarity said, adding herself to the group hug too, "None of us have given up. And we certainly won't let one our dear friends do the same so long as we're there to help."

"Rarity's right," Fluttershy said, "No matter how bad things get, so long as you have your friends by your side, there's always hope." She then gently hugged Twilight from behind.

To say that Twilight was deeply moved by her friends would be a great understatement. What fears and despair she once had were quickly incinerated and replaced by the warmth and confidence from everyone, the coldness pouring out of her eyes in the form of tears, like melting snow from the mountain tops in spring.

"Thank you," Twilight said as she nuzzled into Applejack's shoulder, "All of you. I would be so lost without all of you."

"It seems not even the fear of death will cause your bonds of friendship to falter," a familiar voice said. Everyone jumped in surprise, then quickly broke up and whipped around to see a cloaked and hooded pony standing in front of their cell.

"Who's there?!" Rainbow Dash barked. She received her answer when the mystery pony pulled back her hood, revealing herself to be Princess Luna.

"Princess Luna?" Twilight said. Rainbow Dash and the others relaxed when they recognized her, but they still had their suspicion when Luna put a hoof to her mouth, issuing silence. The ponies gave a nod in understanding, and Luna approached the gate, bringing out a ring of keys with her magic and unlocking their cell. Twilight and the others were more than happy to leave their cell, and she approached Luna after she shut the gate. As they left, Twilight noticed that Trixie was in the cell right next to theirs, but was still unconscious as she laid still in the center of the cell. She turned to look to Luna, but before she could ask her to save Trixie as well Luna shook her head solemnly, silently putting an end to the subject.

"She will be safer here," Luna said softly, almost in a whisper. Despite the somewhat vague reply from the Princess, Twilight was smart enough to put two and two together. Reluctant, she opted to quickly change the subject, and already had a line of questions lined up for Luna.

"Princess Luna, how?" Twilight began, but Luna gave her the silencing gesture again.

"All will be explained," Luna whispered, "But not here. It is not safe." She looked over the six mares, boasting an air of authority and urgency. "We must move swiftly, but quietly. We must make our way to the Vaults in the Treasury."

None of the other ponies understood what Luna meant by what the Vaults were, but Twilight had read snippets and footnotes and heard whispers from the guards of what the Vaults were. Apparantly, the Vaults are catacombs where some of the most important -and sometimes powerful- relics in Equestria's history were stored and secured. They were placed in the palace's Treasury, which was already by far one of the most secure and heavily guarded locations anywhere in Equestria alone, but the Vaults had even more fortifications than the Treasury itself, tripling the already unimpenetrable security to dizzying feats, making it every plunderer's and thieve's pipe dream of the ultimate job should it ever be made public.

The six ponies nodded, and with Luna leading them escaped the dungeons and made their way to the main halls of the palace. They made their first stop at a corner leading to a hallway, Luna motioning to do so and stay behind her as she scoped out for what they thought were patrols. When she saw nothing, she gestured for the ponies to follow, and they silently complied. This continued for dozens of corners and hallways as they ventured forward, and as they went Twilight noticed that the palace didn't radiate the same white light from the marble, but instead had the hazy yellow-orange tint of early evening, as well as the random, upward floating black pixels in the air around them. She knew the pixels had to be the work of Zant, but something else has been eating more and more at the back of her mind since they left the dungeon. Whatever it was, she felt as though that the magic-canceling effects of the cell felt like it still clung to her, like an invisible, thin fog that hovered around her.

Her thoughts had to be put on hold, for after what felt like an hour of stopping and going they had finally made it to the doors that led to the main office of the Treasury. Luna opened the doors and ushered the ponies in, then taking a last looking glance before closing the doors behind her and locking them. They trotted past the desks and chairs of the empty room, which looked like any ordinary bank, and made their way to the massive steel door that lead into the underground.

"Now how are we gonna get through that?" Applejack asked.

"The vault door will only open for carefully chosen treasurers and bankers who know the unlocking spells," Luna explained as she stepped forward, "But my sister and I also have access since we cast the spells in the first place. I just hope I have enough magic to unlock it."

Twilight looked at Luna quizzically, wondering what she meant by her last statement. Luna ignored Twilight's stare as she closed her eyes and focused her magic, remembering the unlocking spells. Her horn lit up, and the large tumbler on the steel door being encompassed in the same aura as Luna cast one spell after another, until the tumbler gave in, making a large clunking sound before spinning clockwise, then slowly stopping. Luna stumbled as she relaxed, but remained standing, and nudged the large metal door open.

"Quickly, inside," Luna said, and the six ponies heeded. Once the last pony made it in, Luna entered herself, then turned around and used her magic to close the door, the tumblers rolling to signify that the door had been sealed. Luna let out a long needed sigh, relieved that they made it and could finally relax. She turned to face Twilight and her friends, who were all gaping at the contents of the royal treasury.

Never in their dizziest day-dreams could they could have ever imagined the vast wealth that the palace held within it's walls, just below the bedrock that makes up the inner core of the mountainside that it was perched and built into. Thousands upon thousands - perhaps even into the millions upon millions - of Bits were stacked, piled, and overflowing along every length of the walls. Bars of gold of various sizes, from no bigger than a pencil, to small bullion, to some as large as some of the troughs that Applejack used to feed her livestock, and gems of all sizes, cuts -some being left uncut-, and of all colors of the rainbow mixed into the tall piles, causing them to glitter and gleam in the torchlight. Strewn about the room, some partially buried in the piles, were also many treasure chests; some were made of simple wood and iron reinforcements, while others were furbished to be fit enough for royalty. Many were closed shut and locked, while a select few were simply splayed open and overflowing with coin and gems.

"Holy moly, that's a lot of gold-y!" Pinkie Pie finally exclaimed.

"Surely," Luna said, joining her friends' sides, "Now you see why only a select few are even allowed in here. But the one treasure we're truly after is down and deeper still."

"With all due respect, yer Majesty," Applejack said as she turned to face Luna, "But ah think we deserve some explainin' before we go any further."

Luna paused, as if mulling in her thoughts, then nodded in agreement. "You are right, Applejack," she said, "Where would you like us to begin?"

"For starters," Twilight interjected, "How long were we in the dungeons? And how did you evade capture fer this long?"

"It has been three days since our sister, Celestia, has fallen," Luna answered promptly, a tinge of hurt in her expression and her words, "And fortunately the usurper known as Zant is not familiar with the entirety of the palace, for we have hidden within the more unfamiliar passages and rooms until we deemed it was the right time for your escape."

"Three days?!" Twilight nearly shouted, "I was unconscious for three days?!" She looked around at her friends, some with a bit of guilt on their faces.

"We didn't want to say anything at first," Fluttershy said softly, "W-We just didn't want you to worry."

"Well I'm worried now!" Twilight snapped. Fluttershy flinched, practically on the verge of tears. Twilight then realized her shortcoming, and calmed back down. "I-I'm sorry, Fluttershy. I went too far."

"I-It's okay, Twilight," Fluttershy said after a moment to calm herself as well, "I forgive you."

Twilight smiled warmly, then turned her attention back to Luna. "Okay, there's something else I want to know. Ever since we left the magic-canceling dungeon, it's felt like my magic hasn't really come back. Could it be because we've been in there for such a long time?"

"Wait," Rainbow Dash interjected, "You mean you've been feeling drained, too?" Twilight nodded in response, and Rainbow Dash's brow furrowed in confusion and concern.

"It's not just her," Rarity added, "I've been feeling rather tapped out as well."

"Might wanna make that the four of us," Applejack said, "'Cause I've been feeling weak mahself, too."

Luna's demeanor became more stern, even grim, as she pondered her answer. "We are afraid that that is not the case, Twilight Sparkle. Tell me, have you noticed that, despite our sister's imprisonment, the sky is like that of early evening, before the sun's setting?" She gave pause, letting them mull over the question. As it turns out, they actually did notice it being a little strange, and the looks on their faces was all the confirmation that she needed to continue. "And surely you've noticed the free floating pixels in the air? All of this, and more, is due to Zant and his shadow magic. He's somehow managed to erect several Pillars across Equestria, including Canterlot, each projecting his shadow magic over the land, like a dark veil."

The mentioning of Zant's name ushered fear and loathing in the ponies, Twilight especially affected as the mere mention of the name reminded her of Celestia's imprisonment. That reminder lead to the revelation of her dreams, her repeated nightmare, and mentally facehoofed herself for forgetting it.

"Princess Luna," Twilight said, "This may sound crazy. But believe it or not, for several nights before Zant arrived I've had nightmares about him imprisoning Princess Celestia, almost exactly like how he did three days ago." All eyes were now on Twilight, who felt their stares bear down on her like hot lead weights. "But if I had known they were premonitions of things to come..." Twilight's voice became softer as she trailed off, her head hanging with shame.

"Be at ease, Twilight Sparkle," Luna said after a long silence. This caused Twilight to quickly look back up, a little in shock. "For we were aware of your nightmares as well. But you cannot blame yourself. No one could've foreseen any of this, even if it were foretold in dreams. For how can one truly determine a dream from foresight?" Twilight mulled Luna's words for a moment. She was right, but it still didn't help this feeling of shame she had about her from not telling anyone sooner.

"But that is neither here or there," Luna continued, "What has already transpired cannot be undone. But we can still fight for the future. For Equestria's future!"

"But how?" Twilight asked, "Princess, Zant stole the Elements of Harmony. By now he's probably sealed them away, or worse; he could've destroyed them."

"Yes," Luna said calmly, "Zant may have stolen the Elements, but we assure you that they are not destroyed."

"How can you be so sure?" Rainbow Dash asked, "The creep was able to stand hoof to hoof with Princess Celestia! Who's to say he doesn't have the power to do so?"

"Because, even though he's taken them from you, he cannot touch them." Luna answered. She then received looks of doubt, and knew she had to elaborate. "Do you remember when he tried so much as to reach out to them?"

"He was zapped," Twilight answered quickly, the event still fresh in her mind. "He even recoiled from it, like he was in pain."

"Exactly," Luna stated, "The Elements are powerful relics of light, ones that evil cannot touch without sever consequences. So you can rest assured that the Elements are intact."

"Okay, so we can still reclaim the Elements," Rainbow Dash said as she rubbed her temples, trying to keep herself from getting lost. "You wouldn't happen to know what Zant did with them, do you?"

"All we know is that he did, in fact, try to destroy them, all in vain," Luna said, "We witnessed him doing so, in a rather frustrated fashion." She put a hoof to her thin. "Now that we think about it, it just so happened that the Pillars were erected shortly after he took power. Whether there is a link or not is yet to be seen, but Zant's magic is weak, only strong enough to return to his true form, so how he managed to build them, let alone cover Equestria in shadow, is a mystery to us."

"So that's why he threatened all of Equestria with death," Twilight said, "Because he didn't have the strength to face Princess Celestia head on. He knew that she would never take that risk."

Luna nodded, then continued since they were on the main subject before they were side-tracked. "The drained feeling you've all been experiencing comes from this veil of shadow that Zant has cast. It is suppressing the mana in the air, as well as within each and every pony, making even the simplest of spells or tasks, such as flying for pegasi or bucking for apples, much harder to perform, or even impossible."

"But if that's true, how were you able to use your magic?" Twilight asked.

Luna gave a light chuckle as a small grin broke out from the corner of her mouth. It was the first time any of them had seen her with such a relaxed expression. "An Alicorn's magic is much more powerful than the average pony's, Twilight Sparkle. Yes, my magic is heavily oppressed, but that does not mean we cannot perform the simple tasks if we focus hard enough."

"Well, all this certainly explains a lot," Applejack said after a pause, rubbing the back of her head, "But we're still left with the one simple fact; Without the Elements of Harmony, we're 'bout as useful as any other pony, now even more so since we ain't got any magic. What can we do?"

"Ah, yes," Luna exclaimed, "With all these questions, we've nearly forgotten about _that_." Twilight and the others perked when Luna emphasized whatever _that_ was. Luna made her way past Applejack and the others and down the one clean path through the mountain of treasure, then looked back to them and motioned with her right wing to follow. "Please, come with us. We will explain as we go, but stay close. You will all want to hear what we have to say should you wish to reclaim the Elements of Harmony and save Equestria, and our sister."

The six ponies looked to each other, then silently heeded Luna's beckoning, and followed her by her side, with Rainbow Dash instinctively trying to take to the air, only managing to hover a little off the ground. Frustrated, she opted to stay on the ground, following on hoof.

"Tell me, my little ponies," Luna began, breaking the silence, "Have any of you heard the ancient myth of the Hero and the Ancient Grove?"

There was another long silence as Twilight and her friends looked to one another, all shaking their heads to her. Twilight then faced forward and pondered as she sifted through her mind of it's vast knowledge that she has accrued over the years.

"I think I may have read something about it," Twilight answered, "But the only thing I can remember is that the tale is considered to be so old, it's not even considered a significant myth anymore." She looked up to Luna, puzzled by her question. "But why bring it up?"

Luna gave a small smile at Twilight's answer, finding it ironically humorous in how she worded it. "Yes, Twilight, it is quite an old tale," she said, "In fact, it is one so old that it was told to Celestia and myself when we were just foals, when it was more of a fairy tale than disregarded myth."

Luna slowly and gently closed her eyes, unconcerned and confident that she would not walk into anything, as nostalgia and warm fondness of her youth gushed forth as she tried to remember how the story was told to her and Celestia. She opened her eyes, a warm smile across her face.

"Long, long ago," Luna began, "Long before the time of Chaos, before the defeat and imprisonment of the evils of Tartarus, and even before the time of the royal bloodlines of the Alicorns and the three tribes, there was once a kingdom of heavenly light that sat in the center of what is now known as Equestria. The kingdom was a peaceful one, where many and all species of life lived in harmony, all under the guidance of the power of the sacred relics of their goddesses, the Golden Triangles, which represented Power, Wisdom, and Courage.

"But one day, an evil wind blew forth from the edges of the kingdom, and without warning, the kingdom fell into war with the darkness. Though the kingdom had the power of their light and their goddesses to protect them, it was swiftly overpowered by the hate and disharmony that the Evil brought, and joy became sorrow, happiness to despair."

Twilight and the others listened intently, with Pinkie Pie holding a stuffed bear for some reason or another, paying little attention to their surroundings as they turned corners, went through secret doors, and even down a pit via a spiraling walkway along it's walls as they followed.

"And yet hope still lived, for in the heart of one stallion lied the resting power of one who embodied one of the Golden Triangles; the Triangle of Courage. He sought a way to drive away the Evil, and so he left his home, traveling a great distance through many dangers, in order to seek council with the kingdom's Princess, who was rumored to be wise beyond her youthful appearance, and was one who was destined to be the embodiment of the second Golden Triangle: the Triangle of Wisdom.

"The Princess, having the power of Wisdom, knew that one day a destined Hero would come to her to seek her guidance and wisdom in order to banish the Evil. When the stallion arrived, the Princess saw in him the Courage that was foretold to reside in the destined Hero. The Princess told the stallion of the location of a power that can cut through the veil of Evil, an ancient and heavenly weapon that is only known to us as the Blade of Evil's Bane."

"That sounds _awsome_!" Rainbow Dash shouted, promptly interrupting Luna's story. "A legendary weapon from the super distant past that can cut through the darkness! That's where we're going to get, right? Right?" The other ponies stared at Luna with anticipation, but were only met with a disappointing look.

"The Blade of Evil's Bane, unfortunately, does not rest in the palace, young Rainbow Dash," Luna said glumly. A volley of 'Awwws' soon followed, and once they were silenced, she continued. "If you allow me to finish, there is more to be heard. The Princess told the stallion that the Blade of Evil's Bane rested in a temple long forgotten, but not lost to Time, that sat in the Ancient Grove, a place that is said to be pure of light, untouchable by darkness. Both the Temple and the Grove sat in the heart of the dark forest on the borders of the kingdom, where Evil is said to lurk. Undaunted by the task at hand, the Hero ventured forth head-first into the Evil, and after many hardships and trials, he managed to find the temple, and the Blade.

"Taking up the Blade of Evil's Bane, the Hero fought back the Evil that covered the kingdom, and by proving himself victorious after the final battle with the Evil's source, drove out the Evil and it's darkness forever. But before the Hero departed from the land that now made him a Legend, he and five of his closest friends returned to the Temple. There, he returned the Blade of Evil's Bane to it's rightful resting place, where it now resides, and waits."

There was a pause as Luna finished, the other ponies waiting to see if there was more. After a few seconds, someone finally spoke up.

"Well, no offense to your _wonderful_ story-telling, Princess," Rarity said, "But it still doesn't answer why we're walking so far and so deep underground to these 'Archives'."

"I have ta agree with Rarity on this one fer once," Applejack added, "I mean, you did say that it was all jus' a fairy-tale bedtime story, right?"

"That is what Celestia and I thought ourselves," Luna said, "That is, it was at first."

"At first?" Twilight parroted.

Luna nodded. "During the time when Celestia and I did battle with the great evils that now rest in Tartarus, we happened to come across a rather peculiar artifact. One that linked the tale of the Hero and the Ancient Grove, as well as our now last hope for salvation, to some grounds with reality." She paused when she stopped at a great stone door, decorated with stars and randomly connecting lines that appear to go with constellations. "For you see, the Ancient Grove cannot be simply found, as you six have with the Elements of Harmony. Before the Hero departed, the Princess gave to him a treasure, one that was passed down her royal bloodline, that could guide him to the location of the Ancient Grove."

Luna paused again, her horn lighting up. She tapped the tip of her horn onto one divot of a star, lighting it up, then guided the light along one of the cut lines, connecting it to another star, lighting that one up. She continued this until the image was complete, which was one that none of the ponies recognized as any of the constellations that they were familiar with; A perfect triangle, divided into four, smaller triangles, three in the same upward-facing position, while one in the center was inverted. Luna stepped back, and when she did the three upward triangles began to glow in a brilliant, golden light, dulled by the shadow magic that now blanketed the room. A light split the door down the middle, and soon both sides were retreating into the walls.

Within, resting on a single, rectangular pillar was a single, golden hand harp. It was curved in an almost perfect semi-circle, the two ends pointed outward like birds' beaks, connected by a single gold bar stretching across the open middle, with several silvery strings ribbing the center. It glowed and shimmered with a soft light, as if unfazed by the shadow magic that surrounded it, and filled Twilight and the others with a warm, hopeful sensation. Etched into the pillar was a music bar, complete with several notes of a song they couldn't readily recognize.

"Wait, that's it?" Rainbow Dash said, breaking the silence. "A golden lyre?" Her brows furrowed and flattened, completely disappointed.

"This is no ordinary lyre, Rainbow Dash," Luna said as she stepped forward. Using her magic, she levitated the golden object towards her, then hovering over her. "This is the treasure that the Princess of the heavenly kingdom gave to the Hero of Legend, the one that guided him, and will ultimately guide you six, to the Ancient Grove and to the last known resting place Blade of Evil's Bane." She paused as she watched in mild content as Twilight and the others began to gape and stare in awe at the item over their heads. "This is the Goddess Harp."

There was a moment of silence as the Mane Six could do nothing but ogle at the harp. One would think that the fact that they once had to follow a one-thousand year old prophecy in order to find the Elements of Harmony, and by extent do battle and defeat the embodiment of nightly fear, a.k.a. Nightmare Moon, would somewhat soften the blow from this, yet those memories were unfortunately left absent.

"I take back what I said," Rainbow Dash said, breaking the silence, as a large grin appeared on her face. "THIS is, like, _way_ more awesome!" She then jumped into the air, actually hovering a bit as excitement filled and fueled her. "It's like I'm right in the middle of one of Daring-Do's adventures!"

"This is absolutely life-changing!" Twilight shouted, her eyes glued to the relic, "I mean, the things we can learn about pre-Equestrian, no, pre-Faust history from it!" She then looked to Luna, with eager, knowledge-hungry eyes. "How does it work? Who made it? Does it still have magic?"

Luna chuckled under her breath a bit, happy to see hope back in the eyes of Twilight and her friends. She raised a hoof, causing Twilight to settle, then lowered it. "The means of it's creation, as well as it's magic, was one that I took a great many an hour of a day of studying, for what seemed like centuries. However, despite all that I could learn from it, there is actually very little I can tell you. It's core magic is a mystery, being a divine relic and not some trinket with a few spells weaved into it. But since it is a magical instrument, it would be safe to assume that it's magic is connected to music."

She sat on her haunches, then levitated the harp to her left hoof. Then, with her right hoof, she began to softly strum the strings of the harp, the soft, soothing melody it created vibrating down to the cores of Twilight and the others. It was a strange sensation to them, but it wasn't one they would call "bad". No, it was more of an uplifting feeling, one that, if Luna had played with more gusto with her playing, would have each of them, including Fluttershy, break out and sing with the music that Luna was playing. After a moment of reveling, Luna stopped, along with the sensations, but they could still be felt from within, as if each and every one of their hearts continued to sing.

"And so, after many, many years of testing and playing various songs and notes, from some of the oldest I have learned as a foal, to ones more of the recent timeline, and even some I have concocted through mathematics, I was only able to discover only one song that caused it to react." She paused to turn and face the pillar, an act that the others followed as well. "And I have etched it onto the pillar itself, in case I forgot in the future."

She paused, her face softening as she began to lose herself in fond memories. "It was odd, when I discovered the melody. The moment I finished playing it, I had a vision of a forest, and a stone with a strange symbol on it, like a disc with a wind-esque pattern on it." She paused again before turning to Twilight, then levitating the harp within grabbing reach of her. "You, Twilight Sparkle, must take up the Goddess Harp, and learn to play this melody. I have no doubt that you were destined to, and discover it's secrets."

"Wh-What? Me?" Twilight stammered as she looked to the harp, then to Luna. Twilight never really learned how to play an instrument before. True, once in a while as she studied as a foal, and even into the present, she'd get curious about music and how instruments worked, then researched about them until her curiosity was curved. But she never actually had the chance to put that knowledge to action before, not even so much as a maraca. But Luna broke through what doubts that stopped her as she gave a small nod with confident smile, and Twilight swallowed dryly as she sat on her haunches. "O-Okay." she said, "I'll give it a try."

She took the harp from it's magical suspension, then studied over the notes that were engraved into the square pillar. She looked back to the harp, resting it in her right foreleg, and with her left hoof gently stroked the length of the strings, gauging the pitches and tones of each strummed string. It was odd in of itself to play it, she noticed, as she felt like she hardly had to touch the strings for them to ring exactly how she wanted them or how they should sound, which boosted her confidence a bit. She turned back to the notes, and began to recite the melody one note at a time. As she plucked the last note, she heard a small tune, as if signifying that it was done correctly, and then was soon overcome with an empowering sensation that she felt oddly familiar with. While she never held an instrument before, the moment she played she felt as though she had spent most of her life practicing with it. She then recognized the overwhelming sensation as a mix of confidence and hope, and both burned brightly in her heart, as well as coursing through her body.

She then began to replay the song, this time the music sounding much more professionally done, with more being played than what was written in the stone, as she started to levitate slightly off the ground. She played the melody two times over, and as she finished the last section she came back down to the ground, the music ending. She held out the Goddess Harp in front of her, then let it go as it began to levitate in front of her face, and a small message box appeared within the fourth wall.

* * *

><p><em><span>Twilight has learned the <strong>Ballad of the Sheikah<strong>! This melody will provide aid by showing visions of the next mission's location, as well as helpful hints!_

* * *

><p>The Goddess Harp came back down and into Twilight's hooves, and she stared at it for a moment before she was suddenly shocked into a vision. Images of hallways, countryside, and trees quickly flashed before her eyes like a slideshow, until everything slowed and began to replay in her mind. She saw a hidden passage that let out of the palace and Canterlot, the image fading out, then refocused as she saw her and the others -minus Luna- entering the EverFree Forest. The image faded again, only to refocus again as she saw a ragged, uncharted path wind and turn, stopping at a particularly placed stone, where she saw the design that Luna had spoken of earlier. She stared and studied the stone for a while longer before noticing a large, hollowed log protrude from a cliff face in the unrecognized distance, before everything became encompassed by a bright light, blinding her and ending the vision. The next thing she knew, Twilight was back in the Vaults with Luna and the others. She set the Harp aside as she turned to face everyone, who were looking at her with both amazement and concern.<p>

"Twilight," Rarity said, "Since when did you lean how to play the harp? Why, you played it as if you had your whole life."

"I-It wasn't me," Twilight said, shaking her head, "The moment I played the melody, it felt as if the harp sort of took over. Next thing I know, I had a vision that showed me the exact stone that Luna said she saw when she played the melody." She then looked to Luna, who was a little more than surprised to hear this. "I think we're supposed to find it."

"Alright, so we have ta find this rock," Applejack said, stepping forward. "So where is it?"

Twilight looked to Applejack, then became slightly sullen as she looked to the ground. "The stone sits somewhere deep in the uncharted parts of the EverFree Forest." She was answered with gasps of surprise, but Twilight partially ignored it as she perked up, as if remembering something. She looked back to Luna. "Princess Luna, you don't think...?"

"I do," Luna answered without missing a beat as she nodded. "The dark forest that bordered the heavenly kingdom. The one area as mysterious as it is dangerous. Perhaps that very forest never really disappeared, and we simply know it as the EverFree today." She then got up and began to pace, looking to the ground in thought. "But whether this is just coincidence or not, the EverFree would be a perfect place for anything to remain hidden and undisturbed for so long."

She stopped pacing, then faced the others with a stern look. "Then it is decided. The EverFree is where you all need to go." Using her magic, she levitated something from underneath her cloak, which was revealed to be a small saddlebag. She levitated it towards Twilight, fixing it to her, then picked up the Harp from the ground, tucking it away in the right side pouch. "Never part with this Harp, for whatever reasons. Do you understand, Twilight?" As she asked, she stared at Twilight with the most serious expression she's ever seen her in.

"Don't worry, Princess," Twilight answered, trying to be as serious and sincere as she could express, "I will protect it."

Luna nodded, then turned to make her way back, not even bothering to shut the stone doors. She then looked back to the others, and motioned with her wing to follow. The six ponies answered promptly, and before they knew it they were galloping back towards the treasury.

"I must warn you all now," Luna said, gaining the attention of the others, "While the EverFree Forest is where you must go, you must do so with the utmost caution. One of Zant's Pillars of Shadow now rests within it, no doubt that it's dark magic having an adverse effect on the already dangerous beasts that dwell there." She looked to the others, concern on her face. "Please, avoid going anywhere near the spire at all costs, if you can."

"Don't worry, Princess," Twilight said, "Up until we actually find it, from what I saw in my vision the hidden path that leads to this mysterious stone winds through a part of the EverFree Forest that doesn't seem to get too close or even pass wherever the Spire's built." She looked to the princess, a bit of confidence in her demeanor. "We'll all keep each other safe after that, I promise."

Luna's worried expression melted into a softer one as she smiled, trusting her friend's word. She then looked forward, and soon everyone came to a stop as they found themselves back at the main atrium of the Treasury, and the large safe door. Luna quickly worked her magic as she unlocked it, and tumblers could be heard as the last lock gave way and the door swung open again. The six ponies and one princess then quickly made their way out, the large metal door swinging and slamming shut with an audible bang, before they exited the lobby and made their way back into the many halls that consisted of the palace.

"Quickly, this way," Luna ordered, moving to the right end of the hallway, "There is a secret stairway that will take you under the palace and out of Canterlot. If we hurry, we might be able to evade-"

"Well, well, well," someone said, cutting off Princess Luna, "Look who we have here. Six fugitives and one traitor!" Everyone froze when they all recognized who's voice it was, but the revelation struck Twilight harder than anyone. Luna was already facing their interceptor, but Twilight and her friends had to turn around slowly to face her.

Standing in front of them from the left side of the long hallway was Queen Chrysalis, the tall, black insectoid alicorn-esque Changeling queen whom Twilight and the others once defeated in the past. Despite the long passage of time since then, Chrysalis's piercing green eyes, vile tongue, and gnarled horn still brought up old, feared memories of their last confrontation, all of which were mixing with the fears of the present that they were all experiencing within her sudden presence.

"Leaving so soon?" Chrysalis said sarcastically and smugly, with an expression to match, "And 'his Majesty' and myself were _so_ looking forward to your oh so special day."

"Oh, oh!" Pinkie interjected, as if she went completely numb to all the fear she had just moments ago. "Is it a birthday? Who's birthday is it? I don't know any birthdays that are today."

What smug look Chrysalis had quickly went flat in disbelief as she looked at Pinkie before she turned back to the group as a whole and went back to her previous menacing demeanor.

"Quite the contrary," she answered as a fanged grin grew on her face, "After today, the six of you won't have any more birthday parties. EVER." She paused, Pinkie gasping at the prospect of no more birthdays for any of them, while the others gasped simply because they understood Chrysalis's guised threat. "For you see, today's the day 'King' Zant has decided to hold your public execution!"

Twilight's blood went cold as Chrysalis's words rang in her head, her jaw dropping with nausea quickly following. Scenarios suddenly went through her mind where Luna hadn't come to rescue them when she did. She thought of Chrysalis and several of her Changeling minions coming down the long hallway, herding them out of their cell and down the long hallways towards their demise. She thought of what if she and the others tried to escape while their mana was suppressed, the scenario not going well at all and only making their doom all the more discouraging. Her thoughts then reluctantly drifted to what could be their final sights, seeing the crowd of surprised and horrified faces of ponies that were also forcefully herded to the center of Canterlot to observe the event. Some were crying, turning to friends or loved ones for comfort; others turned their heads and looked away, and some were lost in their daze as the unimaginable and the utter cruelty that was unfurling right in front of them. Unbeknownst to her, the others minus Princess Luna were also experiencing the same heart-stopping, sickening sensation as the Changeling queen's words echoed through them, and not even Pinkie's high optimism stood a chance. They were eventually brought back when Luna stomped her hoof hard on the marble floor, fracturing it slightly from the impact.

"You shall not lay a claw or hoof on them, you fiend!" Luna shouted, nearly using the royal Canterlot voice, as she stepped forward and outstretched her wings, shielding Twilight and the others, while taking an offensive stance.

Chrysalis simply chuckled under her breath at Luna, nearly breaking out into a cackle. "Aww, does wittle Wuna wanna play?" She also took an offensive stance as she grinned evilly. "Are you sure you're up for it? You're magic must be so weak with the veil of twilight hanging over you."

Luna remained steel-faced at Chrysalis's taunts, turning to Twilight with more seriousness that she's ever seen on her once gentle face. "Twilight, you and the others must flee. I know you know the way out of the palace from your vision. Escape from Canterlot and find a way to save Equestria."

"Wh-What?" Twilight said, stunned by both Luna's sudden command and the fact she knew a little of her vision. She shook her head in protest, ignoring the tears that have started to develop around the base of her eyes. "No! We can't just leave you! _I_ can't just leave you!"

"I said go!" Luna said, raising her voice, not even trying to argue or reason with Twilight.

"But-"

"**WE COMMAND YOU TO FLEE!**" Luna shouted in the royal Canterlot voice, sending shivers through Twilight and the others. Despite the loud command, Twilight -as well as Applejack and the others- were ready to argue once more, but stopped when they saw that Luna's steel-hard stern expression drastically shifted to one that read of near desperate pleading. With the message clearly received, Twilight and the others hesitated as conflicting thoughts ran through their minds. They all wanted to stay and aid Luna, their rescuer, princess, and above all their dear friend. But they all knew that to stay would only lead to their recapture, making all of Luna's efforts up until now be all for naught.

With as much mental and emotional strength she could muster, Twilight nodded as the tears began to flow freely from her eyes. "We'll come back for you! That's a Pinkie Promise!" And with that, she quickly turned and dashed down the right-sided hallway, the others right on her tail.

"Stop!" Chrysalis shouted. She began to dash for them, but was quickly cut off by Luna. She scowled before she charged her magic, Luna doing the same, and soon both began to clash. As Twilight and the others made their mad dash to the secret tunnel out of Canterlot, the large battle between the Princess of the Night and the Changeling Queen behind them could be heard as it echoed down the hall. Twilight fought to keep her gaze forward, trying to ignore her inner pleads to turn back and help, all while she both cursed herself for being so useless and prayed with all her heart that Luna would be alive and safe when she and her friends return to rescue everypony.

* * *

><p><span><strong>Author's Notes:<strong>_ So, can you guess what the Ballad of the Sheikah is? Well, I'm just going to tell you. It's the melody that plays in OoT when you encounter Sheik, before you learn the warp song(s). His "theme song", if you will._

_Alright, the Mane Six are free, but now Luna's been exposed! Possibly Captured?! What other melodies will Twilight and her friends find on their journey?! Can they make it through the EverFree Forest safely?! Will they be able to find the Ancient Grow and find the Blade of Evil's Bane?! And all the feels! CAN YOU FEEL THE FEELS? Are you reading all of this in a dramatic tone?!_

_Answers will be told...next time!_

_As always, please review at your leisure._


	8. Chapter 8

**CHAPTER 8**

* * *

><p><em>Canterlot, two days ago...<em>

The citizens of Canterlot slowly began to poke out of their residences, no longer hearing the deafening sounds of ongoing battle from the outside. Many were awestruck at the level of chaos and destruction that took place while they took shelter, with buildings still billowing out smoke from fires that continued to roar out of control. The citizens began their attempt to pick up the pieces and put out the fires, and as they went about they were finding soldiers and guards from the palace virtually under every piece of large rubble that they upheaved, many of which were fortunate to escape with large bruises and various sprains. But for others they were not so fortunate, with some having broken bones and wings or worse. Every soldier that was found was immediately taken to a hastily crafted shelter for care and aid, where he joined and was joined by his fellow soldiers as the attempted rebuilding seemed to have quickly shifted into a rescue effort instead.

Word had spread throughout the huddled groupings of wounded soldiers, and eventually to the public, that the creatures that they fought so valiantly to keep at bay had managed to invade the palace, though how the word actually reached the city was full of speculation. Some said that a brother of a soldier who worked as a guard in the palace sent the message telepathically via magic; another, less promising source said that a pegasus guard fled his post out of fear for his own life once they broke through, spreading the word to any and all of his friends that were fighting on the frontline. Regardless of how it got out, the fact remains that despite their best efforts, they had ultimately failed to defend Canterlot and the palace, and it severely demoralized all who caught wind of what transpired.

Their morale would soon receive another blow. An hour after Canterlot went quiet, civilian and soldier ponies started to witness palace guards and elite soldiers from both Celestia's and Luna's personal regimens begin to hastily march out of the palace towards the ruined city. The majority of the guards looked worse for wear than the soldiers that attempted and failed to defend the city, many of them bandaged up and with splints on their legs, wings, or a combination of both. Pegasi guards flew in, many working in pairs to carry stretchers carrying some of the more severely wounded, and earth pony and unicorn guards were working together pulling carts full of the less injured, but were unable to walk on their own. The depressing sight of these injured stallions and mares was only broken when one pegasus stallion in a captain's armor was spotted among them, a wrap over his left eye with what looked like an ice patch underneath and a wrapped splint on his right wing.

Despite their injuries, the city soldiers promptly saluted him and the wounded guards as he and the others passed and filed into the many encampments that were strewn about the city streets. The captain acted no differently as he made his way into one that seemed the less crowded tent, which anypony would be hard-pressed to find now, and immediately upon being recognized he was just as quickly being tended to by two unicorn mares, both apparently nurses from a local hospital. As his wounds were now being properly tended to, he looked about and saw the large mix of soldiers and guards that also took up residence, their groaning like an orchestra of despair and pain that froze the spirits of all who heard it.

"Captain Loft Wing," somepony said, causing him to look towards the makeshift entrance of the tent. He immediately recognized the older unicorn stallion as a superior officer in the city's soldier regimen, and was already in salute to the captain despite the splint that was on his saluting hoof. "Thank Celestia that you're alright."

"At ease, soldier," Loft Wing said with a gruff smile, the unicorn quickly lowering his hoof. "You don't want to damage that leg more than you have to."

"Yes. Of course, sir," The stallion said. He made his way into the tent as he limped, nodding to the two nurses who were tending to Loft Wing before turning his attention to him. He hesitated as he was about to ask something, but was afraid that he already knew the answer. "What news from the palace? Is her Majesty safe?"

Loft Wing froze as the stallion's question hit a strong chord with him, and apparently it struck chords with everypony that was present in the tent, including the nurses, who stopped in anticipation of his reply, and he looked to his hooves. Mustering what dignity he had left as the Captain of the Royal Guards, he took a deep breath, exhaled, then looked up to the officer with an expression that proudly demonstrated the resolve of such a title.

"Canterlot," He began, "The Palace, and Princess Celestia...have all fallen."

The tent immediately went dead quiet, the only noise coming from a pair or surgical scissors that were dropped from one of the nurse's hooves, as the city soldiers that were within earshot simply gaped in utter shock and disbelief once he made his announcement. The officer simply fell to his flanks, the news hitting just as hard for him than any of his stallions.

"I-Impossible," the officer managed to spit out as he stared at his hooves, "Princess Celestia, our Sun Goddess, defeated...?" He quickly perked up, as if something caught his attention, and stared intensely at Loft Wing. "What of the Bearers?! The Elements of Harmony?!"

"Also defeated," Loft Wing said, struggling to believe it himself. "A guard that was actually conscious during the battle between Princess Celestia and the fugitive pony stated that the pony was nothing more than a tool for a greater evil, and once it revealed itself, it threatened to decimate Equestria should the Princess refuse to yield."

"I-Is," the officer said, "The Princess is still alive?"

Loft Wing nodded, a wave a relief washing over everyone. The two nurses then continued to work on his injuries as she continued. "The Princess is still alive, but has been imprisoned in a pillar of amber. The evil entity stripped the Bearers of their Elements shortly thereafter, and took the ponies away." He slowly looked to his hooves, the thought of Twilight and the others possibly being tortured, or worse, dead, was one that caused him to shudder, his wings bristling as well, causing him to wince in pain and reminding him of his injuries. "We don't know what's become of the six mares." There was a short but unbearable pause before the officer could speak up again.

"Faust help us," he muttered, but it was audible to the trained captain's ears. He then looked back to Loft Wing. "And what of Princess Luna?"

"She has been unaccounted for since before the city's invasion," Loft Wing answered, "And her whereabouts are still unknown. Most likely Princess Celestia told her to flee or remain hidden beforehoof, so that at least one part of the diarchy would survive should she be defeated."

"Then we must search for her!" the officer quickly said, nearly shouting. "If she is still somewhere in the palace, then it is our duty to-"

"We can't go back," Loft Wing interrupted, cutting off the officer's rant. "Or didn't you hear what I said just a moment ago?" The officer looked as though he was about to protest, but Loft Wing was quick to cut him off again and continue. "The Palace has fallen to the enemy, we were lucky to escape with as much stallions and mares as we did before Faust knows what could've befallen us. Even if we could and did, to expose Princess Luna now would jeopardize everything Princess Celestia had prepared for her, and quite possibly jeopardize all of Equestria." The officer opened his mouth to speak, but stopped himself as he let Loft Wing's notions sink in, and was quickly proving his point. "For now, we have to trust Princess Celestia's reason for having Princess Luna go into hiding, as well as Princess Luna's capabilities for whatever Her Majesty has set out for her to do."

The officer remained quiet, processing everything, then nodded before he stood. "Yes, sir," he said, saluting now with his good leg, then lowered it. "And what are we to do until this plan comes to pass?"

"We evacuate," Loft Wing said, almost immediately. The two nurses finished rebandaging his eye, which was only swollen purple to the officer's relief, before turning back to the other stallions in need of care. "We must evacuate Canterlot immediately, before the usurper so much as thinks about harming the civilians. I need you to gather any and all able-bodied stallions and spread the word to as many citizens as you can. Tell them to leave all personal treasures and belongings behind, and be prepared to depart in 36 hours for the nearest town, Ponyville. By then, transport for the old and injured will be established."

The officer gave another hearty salute before turning about and dashing out of the tent as fast as his injured leg would allow him. Loft Wing let out a sigh as he reflected on his words, and mentally chuckled at them. Oh the irony; here he was, the prestigious Captain of Princess Celestia's Royal Guards, and he was ordering a city-wide evacuation after a brutal defeat at the hands of something nopony could comprehend. Were it not for the multitude of witnesses, he would've been seen as seriously damaged in the head, and would've been promptly stripped of his title and rank. He was brought back when he heard heavy hoofsteps making their way to his tent, and as if on cue, the moment he looked to the tent flap, a guard from Luna's night regimen had come bursting in.

"Captain!" he shouted, making a quick and hasty salute before continuing. "Princess Cadence has arrived! She says she is here to save Princess Celestia and Canterlot!"

"What?!" Loft Wing shouted under his breath. He quickly rose to his hooves, the night guard understanding that he wishes to be led, and follows the dark grey stallion out of the tent. A large crowd had already begun to grow along the length of street, something that was obviously happening, and Loft Wing knew that it had to be only one thing at this point. The heavy hoofsteps he was making caught the attention of the back of the crowd, who turned to look then move out of the way just in time before he could plow over and through them. The rest of the crowd did the same, allowing the Captain straight to the edge of the street. It was then that he saw Princess Cadence, the beautiful pink alicorn princess with a mane of yellow, pink, and purple streaks, along with several dozen of her crystal pegasus guards and soldiers, as they quickly made their way down the street and towards the palace. Forgoing being awestruck, he dashed into the street and intercepted the princess and her caravan.

"Y-Your Majesty," Loft Wing said, kneeling and panting. As he looked up to her, he saw an irritated expression on her face, an eyebrow raised to further sell the point.

"And who are you?" Cadence ordered, clearly not amused.

"I am Captain Loft Wing, your Highness," he answered as he stood. "And Captain of Princess Celestia's Royal Guards."

"Step aside, 'Captain'," Cadence ordered, "You are in my way."

"Your Highness," Loft Wing pleaded, "Surely you don't mean to actually attempt to take back the palace with just these stallions?"

Cadence seemed to become more irritated by the minute, and it seemed to be directed right at Loft Wing. "You call for my aid from the Crystal Empire, and you have the gall to then stop me by questioning my competence?!" The princess's outburst directed stares and glares from the street-long congregation of spectators straight to Loft Wing, and he knew well enough that to push the subject would only make him look all the more guilty, or suspicious. Whichever it was, it would not fly well for him.

"N-No, of course not!" Loft Wing said, quickly kneeling again, "I only wish to protect you from the evils that now lie within the palace walls!"

Cadence simply scoffed, then continued to march forward, passing Loft Wing. "I can take care of this myself," she spat, not even bothering to look down at the groveling captain. "So don't you dare try and stop me."

"Y-Yes, your Highness," Loft Wing said. He waited a moment before getting back up, then turned to face Cadence and her crystal ponies as they marched towards the palace. As he thought about it, something about what Cadence said immediately raised a red flag in his mind. He made his way back into the crowds, looking every which way as he searched for the officer. To his lucky stars, he found him just behind the crowd, and quickly pulled him away from any prying ears before he could say anything.

"Captain," the officer said, a little surprised, "What's the matter?"

"Officer," Loft Wing said in a hushed tone, "When did you send word for the Crystal Empire to come to our aid?"

The officer stared blankly at Loft Wing for a moment, then shook his head as he shrugged. "Captain, we've never sent word anywhere to call for aid, especially not the Crystal Empire. They would've taken hours or even days to get here."

Loft Wing's stomach dropped at the officer's reply, his good eye widening as his suspicions were confirmed. He quickly looked back to the palace, and suddenly all the pieces were starting to fall into place. Princess Cadence had flat-out lied about receiving a call for aid, and while he was used to Princess Luna's and Princess Celestia's system of dancing around the truth with half-truths and gentle brush-offs, Cadence hadn't done any of that and simply lied to his face. There was also another inconsistency that rang a bell for him, one he cursed himself for not immediately seeing. Prior to his promotion to rank of Captain, he was good friends, some would even say the best of friends, with the previous Captain of the Guard, Shining Armor. Due to his close relationship with his former captain, he also had the chance of getting to know Princess Cadence fairly well, almost like a good friend, and knew for a fact that the Cadence he and Shining Armor knew was kind, gentle, and immensely caring, like a mother who saw all the world as her darling little foal. The Cadence he had just stopped shared none of those traits, almost near opposite of what the Cadence he came to know.

But fact remains that they never sent for aid, so why would the Princess of the Crystal Empire be here? Was it possible that Cadence was...?

"Captain?" the officer said, snapping Loft Wing back to the present. He quickly looked at the officer, who had an air of concern about him.

"Listen to me very carefully," Loft Wing said in the hushed tone, this time with a mix of fear in his voice. "You said we never called for aid, yet Princess Cadence just stated for everyone to hear that she was. The Princess Cadence that we all just saw isn't the Princess we know, I know it. The evacuation is to be moved from 36 to 6 hours. I want everypony out of this city before things go from bad to worse, do you understand?"

The officer paused for a moment, mainly in shock from what Loft Wing had just said, as he thought over his new objective. He gave a silent nod, then made his way back to the encampments to mobilize what stallions he had. Meanwhile Loft Wing looked back to the palace, and felt the pit in his stomach continue to sink. He didn't want to believe that _she_ was back again, but it was simply too much of a coincidence that _she_ would appear right after Canterlot's fall. As the old saying goes, a suspect always returns to the scene of the crime, and while the old saying didn't perfectly fit the scenario, it didn't change the fact that, if he was right, things were indeed going to go from bad to much, _much_ worse.

* * *

><p>Princess Cadence and her crystal stallions marched their way through the destruction and carnage that was wrought from the battle that hadn't ended that long ago, without so much as batting an eye. As she approached the throne room, she noticed out of the corners of her eyes the misshapen silhouettes of large, shadowy beasts as they skulked and stalked her and her troupe from the fringes of the shadows. Her regimen seemed to have noticed them as well, and less resolved in restraining their anxiety than she was. She couldn't help but feel cursed for having such incompetent henchmen.<p>

"Just ignore them," Cadence ordered, her soldiers quickly obeying as they straightened up and stared forward. "If they wanted to pounce on us, they would've done so back at the gates."

Cadence and her crystal guards eventually reached the tall wooden doors that led to Celestia's throne, and she immediately took notice to all the large nicks and dents that were imbedded in the wood, a sign that there was an incredible struggle to get in. The doors then immediately began to open on their own slowly, allowing passage for her and the others to enter, which they did as casually as one would in times of peace. As they made their way through, they all saw a black-clothed bipedal creature with a strange, conical stone mask standing off-center of the room, closer to the throne. On the right side of the throne stood the frozen Celestia, still in her surprised expression. The creature let out a growl, then threw it's arms straight out to it's sides, summoning up a pair of what appear to be stone-cut scimitars. It then let out a flurry of strikes and hits at something that was in front of it as it squawked and shouted with each swing of it's stone blade, almost completely out of character. Sparks of powerful magic could be seen and heard with each blow that the creature attempted to make, and soon the creature was hunched over and could be heard huffing from exhaustion.

It wasn't until the doors shut on their own did the creature straighten up, the scimitars disappearing in a quick flurry of black pixels, as it's demeanor shifted from one of quirky and lanky to one more of a regal title.

"And who dares enters my palace?" The creature said as it turned to face Cadence and her escorts. The crystal ponies shuffled and backed away slowly when they saw it's stone face, and if you were to ask them now they would say it was one that would haunt your nightmares for months.

Cadence, on the other hoof, remained still, completely unfazed by the creature's appearance. "One that offers...an alliance," she said with a smirk.

"Do you take me for a fool?" The creature groaned as it pointed an arm at her, quite possibly hiding a pointing appendage. "You dare come to me to offer an alliance, when you won't even reveal your true form?!" the monster barked.

Cadence was actually taken back a bit by the creature. Not even in it's presence for more than a few minutes and it already saw through her rouse. _Of course he would see right through my disguise._ she told herself, _If he could overthrow Celestia, who knows what else he could do._ Collecting herself, she looked back to her escorts and nodded, then back to the tall creature. One by one, the crystal ponies erupted in a burst of green fire, the flames quickly dying out as they reappeared, revealing themselves as the Changelings that they are. Cadence went last, her outburst of flame stronger than the others, and the once small frame of Princess Cadence was quickly ripped away to reveal the true form of Queen Chrysalis. The green fires that engulfed her were quickly dispersed, fully revealing herself to the monster.

"I commend you for seeing through our disguises so easily," Chrysalis cooed, in an attempt at flattery. "Not even Princess Celestia herself was able to do so in such a brief time." She then slowly kneeled before the monster, the Changelings behind her doing the same. "Allow me to introduce myself." She stood back up and faced the monster eye to eye. "I am Chrysalis, Queen of the Changelings. And who, may I ask, are you?" The monster slowly lowered it's pointing arm, allowing it to hang loosely.

"I am Zant," it stated, "True King to the Realm of Twilight, and now the True King of Equestria."

"So, you are the one who overthrew Princess Celestia," Chrysalis said, a toothy grin growing on her face. "How simply...fascinating." She slowly turned to look at the frozen princess, the mere sight of her sent giggles through the insect queen. She then looked back to Zant, her curiosity growing ever more. "May I ask what you were doing before we arrived?"

Zant remained silent for a moment, then levitated the Elements of Harmony from behind him and revealing them. "I am attempting to destroy these wretched relics so that they can never be used against me," Zant said, "Yet try as I might, they refuse to bend to my will." In a sudden fit, he raised and squawked as he swung his right arm, swatting at the Elements of Harmony and sending them flying and clanking against the marble walls, but not before he received a nasty jolt, causing him to grab his arm and jump and stomp, crying in agony. Chrysalis watched as Zant danced around, and was suddenly having a hard time figuring out how this biped, who was now acting like a foal having a full on temper tantrum, could have possibly overthrown one of the most powerful alicorns in all of Equestria. Letting the thought go, she sighed as she made her way to the Elements.

"You're wasting your time," Chrysalis said flatly, causing Zant to suddenly stop and look to her. She flexed a bit of her magic and encompassed the Elements with it, making them levitate. She then turned back to face Zant, Elements in tow. "The Elements of Harmony are the most powerful relics in all of Equestria. They cannot be destroyed." She paused as Zant straightened himself up, and despite his stone face she could tell that she would have to choose her next words carefully, should she wish to not join Celestia's side, trapped in amber. "But why would you ever want to destroy such power, when you could use it yourself?"

This caught Zant's attention fairly quickly. While he learned a long time ago never to trust, even the closest of allies, he knew that didn't mean that any and all allies were worthless. He knew that Chrysalis would be an invaluable asset, simply because she was a native to this strange world, knowing much about it that he didn't. He could utilize her knowledge for his gain, and once she proved worthless to him he could dispose her just as easily.

"You said you wish to offer an alliance with me," Zant said, "What would you have to offer me should I accept?"

Chrysalis grinned devilishly to herself as she twirled the suspended Elements. She had him right where she wanted him. Now all she had to do was make things too enticing for him to refuse. "Well for starters, I have much information about this world. I'm certain that I don't have to guess that you're a stranger to this world, so naturally you'll need someone who knows the ways of the world, yes?"

This was exactly what Zant thought she was going to propose at the first chance, wanting to utilize his disadvantage and her field advantage, and now he had confirmation. He had his source of intel. "Surely that isn't all you have to offer?" Zant taunted.

Chrysalis could easily tell that Zant wasn't even trying to hide his taunt, causing her to sneer slightly. Apparently he wasn't going to simply be satisfied with information, and that immediately pushed her to using the trump card she wanted to keep for emergencies. _Oh well_, she thought, _he was going to find out eventually. Might as well let him have it._

"Tch, of course not," Chrysalis said. She then faced the small group of Changelings she had brought with her who were looking back to her, some clearly getting the message while others were oblivious to a point. "I also have an army of Changelings at my every back and call." She raised her hoof, and to Zant's confusion, made a snapping sound, and without hesitation the Changelings quickly huddled and jumped on one another, forming a small pyramid of sorts. Chrysalis looked back to Zant, her smug grin having returned. "As Queen, I won't simply hand over command of my _entire_ swarm. But should we solidify our alliance, I am willing to grant you a small portion of my swarm to exclusively serve you. Of course, the rest of my hive is available to you through me and our partnership. Sweet enough deal for for you, 'King' Zant?"

Despite the calm demeanor he was showing on the outside, Zant was absolutely thrilled at the prospect of having his own shape-shifting regimen at his command. Not only was he gaining an informant, but was also gaining an army at the said informant's every command. In a way, he was really gaining a second-in-command with a force to be reckoned with by herself alone. Truly she was one he wanted on his side, but there was still one question on his mind.

"Indeed it is, Queen Chrysalis," Zant said. He turned to face her as he continued. "But should we do come together, what is it that you want from me in return?"

"Oh, just two, teeny, tiny, little things, your 'Majesty'," Chrysalis chimed venomously as she brought her hoof to her face and examining it, feigning casualness. "First, I merely request that my Changelings roam free throughout your new kingdom." She then set her hoof back down and looked to Zant with pure malevolence dripping from her face before she continued. "As for my second request. I know that you have a certain purple unicorn in your dungeons, Twilight Sparkle. All I ask is that I want her, so that I can make her to suffer. Nice. And. Slow."

While Zant was not easily scared -and by no means was Zant ever scared before- the way that Chrysalis greatly emphasized her desire to see a single pony being tortured by her hands, or in this case, hooves, sent chills up and down his spine. After the initial chill Zant composed himself, and was becoming quite curious as to why she would make such a demand for their alliance.

"For what reasons?" Zant asked bluntly, "Of all of the demands you could make, why ask for the possession of this one specific creature?"

"Why?" Chrysalis said, her malevolence igniting to rage, "Why?! That little whelp once foiled my plans of taking over Equestria! She was the only one that saw through my deceit, and were it not for her I would have succeeded!" She then glared at Zant, who's only reaction was to flinch ever so slightly. "THAT is why I want her! I want her writhe in agony for as long as her pure little heart can take!"

While Chrysalis hyperventilated from her rant, Zant noticed that he was developing a newfound respect for her and her near-obsessive drive for revenge, something that he and she could relate with one another. He gave a deep chuckle, causing Chrysalis to glare back at him again, before his helmet folded away to reveal his tall, slender, almond-shaped head. Chrysalis flinched back slightly at the new sight of Zant, his small head simply not translating to the rest of his body, but what had her reeling were his glazed over yellow eyes that seemed to be both looking straight through her while at the same time appeared as a blank stare.

"I will be more than happy to pass the unicorn onto you," Zant said, his voice slightly higher than what it would be when his pointy helmet was on. He began to cackle under his breath while he started to contort, wrapping his arms around himself while twisting at the waist, his head hanging upside down as he looked to Chrysalis. "And to sweeten the deal for you, I have plans to publicly execute the five other creatures that were with her, whom I am guessing are her friends." Chrysalis lit up at the mere mention of having Twilight's friends being killed, and waited with bated breath, hoping there will be more to this devious plot. Uninterrupted, Zant continued, quickly unwinding from his contorted position, then holding out his arms as began to bend backwards at the knees, until he was near parallel with the floor. "But imagine the torment WE would inflict upon her when we kill them all in front of her, making her bear witness to her friend's last moments!" He quickly snapped back upright, a sinister grin beginning to curl at the edge of his double-edged lips. "I say that it is a quite fair addition, given that you will indirectly provide me with a Changeling army! What say you?"

Chrysalis began to chuckle under her breath, and soon she broke out into a full on cackle, stomping at the floor as she tried her hardest to compose herself to answer. After her fit, she continued to chuckle in her throat as she answered.

"Great Faust," Chrysalis chuckled, unable to stop herself, "That is the most fiendish, most foul, most demented thing I ever heard of! It's absolutely perfect!"

Zant's grin grew even more before his helmet unfolded around his head, giving him back his ominous appearance. "Then we have an agreement?" he asked, holding out his hand.

"As if I would pass up such an opportunity like this!" Chrysalis answered, quickly putting her hoof in Zant's hand, and both gave a hard shake, solidifying their partnership. She then took her hoof back, seeming eager for her end of the bargain. "So, when shall the execution be?"

"Business before pleasure, my Queen," Zant said as he took the levitating Elements of Harmony from her with his own magic. "As I recall, you asked why I would destroy such powerful objects such as these. Am I safe to assume that I can utilize this power?"

Chrysalis paused as she recalled the statement she made, while quickly pouting from having to wait and see Twilight suffer. She then let out a soft groan before she snapped up Rarity's Element from the rest of the collection.

"As a matter of fact, you can," she answered, "Tell me, are you familiar with magical opposing polarity?" Zant didn't answer, which Chrysalis took as a no, then continued. "Of course not...," With her magic, she created an exact, physical replica of Rarity's Element, holding them a fair ways apart. "By creating an exact opposite of each Element, then force them to come together," she explained. As she did, she brought the Element of Generosity and it's dark replica closer together, which immediately began a reaction of the two opposing forces. Zant could feel the immense amount of magic that radiated just from having one Element fight against it's polar opposite, like the two ends of similarly charged magnets when forced together, and already his mind was devising a plot. "You generate a powerful magical energy that could be harnessed for whatever you please. Understand?"

"I do," Zant replied, looking over the rest of the Elements in his possession, "And I believe I have a way to use them to my gain!"

She pulled the two Elements away, the reaction ending, and Chrysalis's copy vanishes as she cancelled her spell. She handed the Element back to Zant, who took it back rather eagerly, and could tell that he was becoming restless. She couldn't blame him, for she was quite anxious to find out what his plans were as well. What had her bothered was the fact that he mentioned that whatever he was planning was for his gain, rather than their gain, but simply chose to diregard it. For now. "Please, do tell."

"Why bother giving an explanation," Zant said as he encompassed the Elements in a sphere of red magic, which quickly shrank and disappeared, along with it's contents. "When the situation simply begs for a demonstration?" He turned and started making his way down the length of tattered carpet that leads to the twin doors, the Changeling peons quickly stepping aside, some shuddering under fear of his unearthly presence. Chrysalis became even more curious, and decided to quickly and quietly follow Zant as he made his way out of the throne room, the doors once again opening on their own, and simply chose to wait and see what her new partner in evil had in store.

* * *

><p>Ponies were running either which way and around as they scrambled across the various encampments and the streets, some bringing down the temporary shelters that were raised no more than a couple hours ago while others rushed to gather as much supplies as they could gather. On several occasions, guards and soldiers had to stop ponies that had their saddlebags filled with treasures and personal belongings, having to remind them that they had to leave them behind in order to travel light and quickly. To the untrained eye, the whole sight appeared to be a sudden and uncontrolled upheaval in a scurry to escape the city, with every pony for his- or herself. But to Captain Loft Wing and the city's defense officer it was orchestrated chaos, one that they set in motion and were trying to quickly move out of the city as soon as possible.<p>

"How much longer?" Loft Wing asked the officer as he looked over the ever-shifting crowd.

"Just another hour or so," the officer answered, doing the same before looking to him, "We've given everypony a half hour to gather any supplies that they could scrounge and pack the tents. After that, we instructed everyone to be ready a half hour after to gather here and make our way out of the city, or be left behind." The officer looked back to the crowd, and saw two ponies and what he assumed to be their young colt conversing with a palace guard for a short moment before the family and guard parted ways. "And I'm sure no pony wants that."

"Good," Loft Wing said, giving a small nod, "The sooner we get out of here, the better."

A pony suddenly came dashing from behind Loft Wing, and not in the fashion like that of the others that were, he noticed. Another pony then came galloping just as fast past the officer, which gave Loft Wing the perfect angle to notice the mare's face, which he immediately read as near petrified. Soon those two ponies were met by three, then six, all appearing to be fleeing from something, and Loft Wing had that sinking feeling again.

"C-Captain!" A guard pony shouted from the crowd in front of them, pointing back towards the palace. This caused a large number of civilian ponies, as well as some of the guards and soldiers, to turn and look that way as well, and the terror that hung on all of their faces made his heart nearly stop. Loft Wing and the officer both quickly turned around, and both were now struck by the same terror that had gripped the others at the sight.

Casually marching their way towards them was the bipedal monster that he had overheard some of the guards whisper of in hushed fear as the one who forced Celestia from her throne, as well as the one who imprisoned the Bearers of the Elements of Harmony; and Queen Chrysalis, the one she-demon that Loft Wing had felt would try and take the opportunity of the chaos. The Usurper had one of his monsters on either side of him, the beasts' heads looking more like ornate mirrors rather than the crudely carved stone discs that he and many of the soldiers and guards were familiar with, an image of intertwining snakes etched in the center of them. Chrysalis had her Changelings with her as well, their buzzing wings and chop-licking easily displaying their desire to run rampant among the crowd right in front of them, yet would not break formation unless the order was given.

Many of the uppercrust ponies were already getting skittish, some were already making their break to the train station or the long road that led down the steep mountain side, with more following their lead. Loft Wing's trained hearing could hear them starting to bolt one after another, and in growing succession, and knew that unless he acted soon, the entire convoy would fall into chaos with more casualties that were not needed now. He snapped out of his gaze towards the villains, quickly whirling around to face the still fairly large crowd.

"Move out!" He barked loudly, gaining the attention of most of his stallions, "Get this evacuation moving, NOW!"

This snapped the officer out of his frozen fear, and he quickly turned and ran into the throngs of now hastily shuffling ponies. "You heard the Captain, stallions!" he shouted over the growingly noisy crowd. "Make sure eveypony gets out of the city in an orderly fashion! Get those carts hitched and going!"

The officer eventually disappeared in the moving crowd of ponies, but his muffled orders could still be heard from where Loft Wing stood as he directed ponies towards the moving convoy of refugees. When he was sure the last pony had caught up with the others, he looked back to see how much closer the demon and Chrysalis were from him, and literally had to do a double-take. He rubbed his eyes, making sure he wasn't seeing things, but his eyes were true, and it looked as though Chrysalis was shouting arguing hotly at the biped, who had it's arm outstretched as if to stop her. It didn't take a genius to figure out that Chrysalis wanted to give chase to the fleeing ponies, but the biped stopped her, and she was clearly voicing her protest. Loft Wing immediately saw the opportunity given, and quickly turned and ran towards the back of the throng of fleeing ponies, helping others as he went.

* * *

><p>Chrysalis and her Changelings nearly went into a frenzy when the large group of ponies came into view. While her peons were already drooling at the sight of a potential meal of love, Chrysalis had better management of her latent cravings, though she did have to rub a length of drool from the side of her mouth discretely. As they marched, there were few ponies that had the misfortune of nearly crossing her's and Zant's path, and simply bolted towards the encampments. After they approached from a certain distance, their presence was immediately made known throughout the ponies, and the encampment began to shuffle and scatter, like cornered prey trying to find a way out.<p>

"...get this evacuation moving, NOW!" Chrysalis heard somepony call out, and like a herder to it's flock the ponies responded promptly and all to make their way in the opposite direction towards the outer city gates.

"Stop them!" Chrysalis barked at her minions. They obeyed without fault, taking to the air and were about to charge, but before they could even go two feet forward Zant held out his arm, effectively freezing them. "What are you doing?!" she demanded, stomping around and up to him, effectively at eye level with him. "They're all going to escape!"

"Let those pitiful creatures flee," Zant replied. The Changelings looked to each other, rather confused with whom to listen to; their Queen, or this Zant character, with whom they have some partial loyalty to. But the fear of what Zant could potentially do to them, regardless of who's loyalty to who, outweighed what they knew what wrath would come from their Queen, and one by one they touched down, their bodies shrinking and shivering with fear. When the last one touched down, he lowered his arm, and casually walked past her, essentially brushing her off. "Should this work, my Queen, it will not matter how far they scurry. All of Equestria will fall under the blanket of my twilight."

Chrysalis already had a laundry list of things she wanted to say to Zant, most of which was not quite so foal-friendly. But she knew better than to try and test the limits of their freshly hewn alliance so soon by trying his patience, and her curiosity adequately piqued by what he said was enough to allow her to bottle her ever-growing frustration towards him and allow him to continue. She kept her eye on him as he walked past her, going a few more paces before stopping, and could see that all the ponies were out of sight, and were probably long gone by now. Fixing her attention back to Zant, she witnessed him bring forth an Element, and quickly recognized it as Twilight's tiara and Element of Magic.

Zant quickly threw his arms to either side of him, his long sleeves pulled back to reveal his spindly black hands, as Twilight's Element levitated and floated back, putting a distance between the two. Chrysalis then heard him make a low groan as he lowered one arm and raised the other, then brought them back down together as his hands came together, and saw a blood red orb of magic beginning to develop between them. The Element reacted fiercely with the orb, both sending opposing sparks between the other, while Zant remained motionless and unfazed. He then quickly separated his hands, his arms quickly outward to either side of him once more, the red orb exploding in a flurry of black pixels before they disappeared.

The ground right below the Element was then soon covered in a congregating patchwork of the pixels, the Element reacting violently with the black spot below it, before a flurry of pixels erupted from the ground, flying upward with much force with the flurry becoming thicker by the second, causing the ground to shake slightly. The Element continued to shoot out arcs and sparks of opposing light magic at every pixel it could it as they flew by, until it slowly disappeared from view in the heavy flow. Everything then went dead silent, until a large sheen sound rang in the air, and Chrysalis witnessed as the pixels of Zant's magic suddenly solidifying into a towering, transparent obelisk of obsidian around the Element of Magic, which could be seen from within.

Chrysalis could only stare in awe at the structure, and that's when she noticed red neon patterns beginning to form at the base of the spire. The neon lines then quickly shot up the length of the tower, intricately winding and weaving in curved right angles, circles, and semi-circles, until they reached the pyramidal tip. The moment the lines connected there, the ground shook and rumbled once more, and Zant let out a howl and bend backward at his knees as a beam of amber light and black pixels shot forth straight up from the tip, reaching to what seemed like the heavens, and began to widen and expand outward. The widening beam stretched out until it covered the entirety of the pillar, then immediately shot outward in a sudden flash, forcing Chrysalis to shield her eyes and flinch, awaiting a powerful impact. But none came, in fact Chrysalis didn't even feel a thing with the exception of a force of air pass by her and the sudden stop in the quakes. She peeked over her foreleg, then lowered it as she gawked at the sight that was in front of her, a toothy grin appearing on her face shortly after.

The once bright sky of the day, with Celestia no longer able to lower the sun, was now tinted in the hazy orange and gold of dusk, the once fluffy clouds replaced with blurry masses of what she could deduce as Zant's pixelated black magic off in the distance. She also noticed that for the brief moments she was in it's presence, the magic she felt in the air was exactly like that of Zant's, only magnified and intensified, to the point where her own magic felt stifled, even suppressed. That feeling quickly lifted, and she felt the flow of her own magic again.

"Absolutely incredible," Chrysalis managed to say, her eyes never leaving the spire that stood before her. She didn't even notice Zant straightening back up, then turning and walking back to the palace. It was only when he passed her did she come out of her stupor and looked to him, and nearly skipping like a school-filly to his side she was so giddy with malevolence. "I especially love the little touch you used to nearly negate the mana in the air."

Zant only chuckled at Chrysalis's praise, and with said Changeling Queen in such a good mood she was willing to overlook his rudeness this time. She didn't even notice the long trek back to the throne room, until the two large doors swung shut and snapping her back. Not wanting this bubbling feeling to dissipate, she trotted past Zant, who was about to retake his usurped seat, and continued to look over Princess Celestia as she took in all of her frozen fear. But as she reveled in her fallen foe, her mind suddenly clicked as a thought came to her mind.

"Your Majesty," Chrysalis asked as she turned to look at Zant, "Where is Princess Luna?" Zant froze perfectly still in mid-sitting as Chrysalis finished her question. After a moment, his stillness and silence, for her, was all it took to start putting it together in her mind. "You...do realize that Equestria has not one, but _three_ Princesses, do you?" She raised a brow as she said those last two words as irritation started to buzz within her. "With Canterlot having two of them?"

There was another long and unsettling pause before Zant said anything, and the way he sounded he was shaking either with rage or with fear.

"I...," he stammered, "Was not aware of other Princesses."

"You FOOL!" Chrysalis shouted, nearly screaming, at Zant, causing him to suddenly fall forward and tumble a bit, face down with his rear in the air. She quickly stomped in front of him, and he promptly looked up to face her and her scowl. "How could you storm the Palace of Canterlot without knowing that there are TWO PRINCESSES?!"

"I was only aware of the one!" Zant groaned as he stood on his knees and leaned back, defending himself. "That little tool Trixie's memories only showed Celestia as the ruling Princess!" He quickly hopped to his feet, standing straight and tall again. "If this 'Princess' Luna is part of the diarchy in this castle, there is a chance that she has not yet left the structure, and is in hiding! No doubt she will attempt to free Twilight Sparkle and the others!"

"Leave her to me," Chrysalis said. She brought a hoof to her lips, then blew as she somehow whistled for her Changelings. Without a minute or second spared, several dozen Changelings come flying through the glass windows, with many more bursting through the double doors. The mass of disorganized minions quickly sorted themselves in front of their queen, awaiting their Mistress's orders. "Princess Luna is here! Search the palace! Leave no stone unturned! Do it, NOW!" The Changelings immediately scattered at her last word, disappearing through the double doors and leaving the Queen and Usurper alone.

"You said that there are three Princesses," Zant said, "If two are here, where is the third?"

"Princess Cadence," Chrysalis answered with the most potent of venom dripping from every letter. She then turned to face him with a scowl that he was both certain and thankful for was made for her. "The alicorn whose form I took when I first arrived. You will no doubt find her in her new 'kingdom', the Crystal Empire, in the north."

"Then she is mine," Zant said, his dark and ominous demeanor returned. He summoned up one of the Elements, which happens to be the Element of Generosity. "And while I am there, I will place another Spire there as well, then more as I move south! Canterlot was only the beginning..."

Zant suddenly disappeared as he teleported away, leaving only a few black pixels before they quickly vanished themselves, leaving Chrysalis alone with her thoughts, particularly the ones where she questioned Zant's competence if it weren't for her to clean up his messes.

* * *

><p>The large encampment began to slow, the initial adrenaline rush from the sudden upheaval and the re-appearance of the Changelings in Canterlot beginning to wear off. Though they weren't galloping at full speed, they were all still encouraged to keep at a light trot, mainly because they all want to put as much distance between them and their now doomed home. Loft Wing continually looked over the heads of the ponies as he made his way towards the head of the group, looking for any signs of those who may have gotten themselves injured during the sudden leave. Fortunately none seemed to be limping or showing signs of weak injury, and some were even trying to trot their way farther upward. His concentration, as well as the concentration of others, was suddenly grabbed when they heard the whistle of the train below, and he looked down the steep sides of the mountain to see that the train filled with the most injured and the elderly was a good distance ahead of them.<p>

He looked back over to the large herd of ponies in front of him, and after doing some simple math in his head he places himself and and the refugees ahead of pace. He sighed in silent relief, and hoped that if they could keep this up they would be in Ponyville in an hour or so. That optimism was soon dashed when the earth gave a quick, weak shake, causing the ponies to become nervous. Quick to act, the soldiers and guards reassured the nervous convoy and ushered them forward, giving Loft Wing the chance to look back up towards the city, and caused his heart to nearly stop. Rising nearly as high as the Palace itself, he could see a black spire, as if it appeared from nowhere, and was slowly starting to glow red. The ground beneath them gave another weak shake, this time the crowd control having a bit more trouble maintaining the peace, before a loud crack could be heard by everyone, causing everyone to turn and look towards Canterlot. Everyone then saw an amber beam shoot skyward, and it was expanding. A pony's scream could be heard, and soon the entire encampment was making a mad dash down the mountainside, and for once the guards and soldiers were just fine with it.

Loft Wing turned back towards the fleeing ponies, and soon he, too, was dashing down the winding trail. Before he and the others realized it, the entire convoy had sprinted to the base of the mountain in a matter of minutes, many were panting and wheezing on the ground from the sudden sprint. Loft Wing was no exception, though his training as a Captain and a guard was all that was keeping him from falling to the ground like the others. After taking a moment to catch his breath, he looked back to Canterlot, much like everyone else was. And just like everyone else, his jaw immediately dropped at the horrifying sight and state of their home. It was covered from mountainside to the sky in an amber barrier, shimmering like that of dusk, and the only sight of the city and the palace being the dark silhouettes cast by the yellow-orange glow within, as well as the glowing red spire.

"Faust help us," Loft Wing muttered silently under his breath.


	9. Chapter 9

**CHAPTER 9**

* * *

><p>The battle between Luna and Chrysalis could no longer be heard, only the clopping hooves of six fleeing mares as they made their way down long hallways and sharp corners. Pushing her grief to the furthest reaches of her mind, Twilight took notice of the various, small clues that acted as discrete posts that dotted the high pillars and various sculptures below. Despite never actually studying these objects in detail, Twilight had the suspicious feeling of familiarity with each of them, enough where she knew each one and the order that they appeared in that signified that they were on the right track to discovering where this secret passage was hidden. How she actually came across this feeling of familiarity and nostalgia, she didn't have a readied explanation.<p>

"Jus' how much farther are we gonna run?" Applejack asked, weakly panting, "An' how do ya know we're goin' the right way?"

Twilight had the sneaking suspicion that somepony was going to ask her that sooner or later. It was only a matter of time, after all.

"I don't," Twilight answered, "But at the same time, I do." Applejack gave Twilight a confused look, and she promptly answered the obvious question written on her friend's face. "It doesn't make sense to me either, I know. But you have to believe me when I say that I know where we're going." Applejack didn't seem convinced at first, but after a moment of silence she simply nodded and chose to put her faith in her friend's words.

Twilight pushed a little further ahead of the group as she eyed the next turn, a growing sense of anticipation growing in her stomach, telling her this is what they were searching for. She made a sudden and hard left turn, skidding to slow herself as she turned and looked down the hall, the anxiety in her now like that of a filly hoping to see her presents on Hearth's Warming Day the moment she came to the bottom of the stairs. Applejack and the others came to stop next to her, and they all studied the partially empty hall, and were dumbstruck, as well as terrified, at what they saw. The hall was a windowless dead end, the only object that filled its empty space was a large, tall marble statue of StarSwirl the Bearded on the right side, eternally staring at the opposite wall as he reared, his right hoof pointing upwards and his left hoof pointing downward, standing on an ornate pedestal decorated with many chiseled stars. Each pony looked any and either which way for anything that could be seen as a hidden door, then ventured forward and inspected every inch of the walls, from the ceiling to the marble floor, but no obvious clues could be seen.

"Twilight, there's nothing here!" Rarity said nervously.

"No, this has to be it," Twilight answered, "All the visual clues led us here." She approached Starswirl's statue, carefully observing every polished cut and curve from where she stood. "And I know I've seen this statue in my vision." Rarity and the others then looked to each other, then ceased their search as they joined Twilight's side as she studied the old sculpture. It was only after a minute or two did Rarity break the silence as she gasped with excitement.

"Oh my," She said, "Just look at those beautiful bells!" She excitedly pointed to Starswirl's signature star- and bell-studded hat, drawing everyone's attention to them. The bells that adorned the hat were not made of marble like the rest of the statue, but of highly polished gold and brass. Twilight tilted her head and wondered why somepony would go through the trouble of adding such delicate and valuable additions, but it then dawned on her that somepony _did_ go through the trouble, and possibly for good reason.

"Rainbow Dash," Twilight said as she turned to the cyan pegasus, "You think you have enough strength to fly up and test one of the bells?"

Rainbow Dash looked up towards the glittering chimes, gauging the distance, then looked back to Twilight.

"I'll give it a shot," she said, and unfurled her wings as she took to the air. Despite being the self-proclaimed "best flyer in all of Equestria", she was struggling just to get to and maintain the proper altitude of the golden bells. When she finally reached them, she was panting and growing tired, but was dead set on finishing her mission. So, with the last ounce of her strength, she flew up to one of the gold bells, which were about the size of a grapefruit each, and gave it a hard push. The bell gave a melodious jingle, and upon hearing that magical noise Rainbow Dash came falling back down to earth, panting and spent. Applejack and Fluttershy helped her back to her hooves, only to have her slop right back onto her haunches. With her friend tired, Twilight couldn't possibly ask her to go back up, so she needed a new strategy, already thinking up several different ideas.

"So what...did you...want to...test the...bells for?" Rainbow Dash asked through labored breaths.

Snapping out of her planning mindset and back to the present, Twilight looked up at the statue once more, then trailed her vision downward. "I have a hunch that those bells act as musical keys that will move the statue and reveal the hidden passage." She then turned back to her friends, a solemn look on her face. "But the bells are so high up, and without actually knowing the exact order the bells have to be rung we could be here for days trying to guess."

"Hey, what about this?" Pinkie asked happily, pointing to the pedestal that Starswirl stood on. Twilight approached it, and studied the particular line of stars that Pinkie was referring to, which Starswirl's left hoof was pointing to. Her jaw nearly dropped when she noticed a pattern; while most of the stars were five-pointed, the wavering line of stars that Pinkie had pointed out had three-pointed, four-pointed, six-pointed, and eight-pointed stars. They were arranged in a particular order, which Twilight read as some sort of numerical code that translated to 6,4,3,4,6,8.

"Pinkie," Twilight said, still quite astonished, "How did you find this? More importantly, how did you know?"

"Silly Filly," Pinkie answered casually with a big dumb smile on her face, "When someone makes a magical statue that can move to reveal a secret passage using music, you ALWAYS put the notes on the pedestal with the statue obviously pointing a hoof or tail to it. DUUUH!"

If Twilight's jaw could hang any lower, it certainly was now. And the expression wasn't mutual, for everyone else's mouths were just as agape in surprise. She didn't know whether to tackle Pinkie in a hug or face-hoof herself into next week for not thinking of it first, seeing as she and Rainbow Dash both read the Daring Do series nearly fifteen times, three of the books having scenarios eerily similar to their current predicament. Composing herself, she brought her thoughts back to Pinkie. But before she could say a word, Pinkie was already climbing the statue, bouncing along like a mountain goat, and, for whatever reason, was wearing a large pair of cat ears and fake whiskers on her muzzle. Once she reached Starswirl's hat, she adopted more of the persona of a feline that she was dressed for, and laid on her stomach as she toyed around with each bell gently in her hooves, occasionally turning to her side or even onto her back as she played and giggled.

As Pinkie innocently played, the others down below could hear the ringing of each bell, noting that no two rang the same. After a few moments of playtime, Pinkie decided to get serious -if she could at all- and studied the rim of the hat. Above each bell, there was a star pattern chiseled into the hat, out of conventional view from anypony that would be on the ground, with all but the five she sought being the normal, five-pointed star. Following the pattern she found on the pedestal, she played each of the marked bells in order, creating a simple, yet somewhat intriguing melody. After the last bell was played and it's melodious ring gone and lost to the air, the statue gave a loud, powerful jerk to the left, away from the dead end, before slowly moving more and more before revealing a hidden archway behind it. Pinkie then jumped back down, landing softly on her hooves and joining her friends.

"Yeah-heah! Way to go, Pinkie!" Rainbow Dash cheered. Pinkie giggled before replying with a "nyah", winking and sticking the tip of her tongue out playfully while posing like a playful cat. Twilight couldn't help but fail to stifle a giggle at her pink friend's random personality, before turning her attention back to more serious business, specifically the hidden passage.

As she approached the archway, she could see that the long, winding staircase was unlit, cold, and quite possibly filthy beyond Rarity's liking. It wasn't until she poked her head through the etched-in archway did a sudden _fwoosh_ from above caught her attention, and was met with the soft glow of a torch's fire. No sooner had the torch lit itself did others begin to light themselves as well, spontaneously igniting one after another down towards the dimly lit abyss. The others soon joined Twilight's side, gazing down into the pit, as if staring into a great maw.

"Let's go," Twilight said after the moment passed, and cautiously trotted forward. Rarity and the others hesitated at first, but one by one they complied and soon all six friends had disappeared into the blackness. They suddenly stopped when they heard the grinding of stone, and upon looking back they saw the slit of outside light grow thinner, then vanish, as the statue moved back to it's original position.

"Guess there's no going back now," Rarity said nervously before following Twilight again, who decided to keep moving. "H-Hey, wait for me!"

* * *

><p>Luna started to awaken, though she was anything but comfortable. She was exhausted, her body ached, and was bruised fairly well across the left of her body and her flanks. Her wings were in no better shape, she would guess that they were bruised all over they hurt so bad. As she regained her senses, she tried to piece together the last moments in her memory. She was fighting Chrysalis, that much she can remember, but happened during the fight? Or after, for that matter?<p>

"Looks like she's awake, your Majesty," Chrysalis cooed.

Unfortunately she wouldn't have the time to contemplate. Luna instinctively attempted to quickly get up, but was stopped by two things; the wrack of pain that shot through her sore body and the chains that rattled soundly as they stopped her and held her down to the ground, thankfully by the underside of her belly and not by any of the bruised portions of her body. Grunting in pain she relinquished her attempts, and opted to quickly look around herself. Judging by the amount of metal rings that were wrapped around and tethered to her, it was clear they wanted to make sure she was secured. This notion was pushed further when she traced four links up to her neck, with all of them attached to a thick, heavy metal ring that was more than snug around the lunar princess's neck. The cursed restraint chafed terribly, but it was something she had to ignore, _needed_ to ignore, for there were much more pressing matters at the moment.

Quickly glancing forward, her vision went in and out of focus before a clear image came to her. Sitting on the throne -_her sister's_ throne- was the Usurper King, Zant, with Chrysalis at his feet, like some tamed exotic pet. She was smirking devilishly at Luna, no doubt from the swell of pride she developed when she dragged her limp body to the throne room after her defeat. Luna's look of inquisitive worry shifted quickly to that of rage, and an anger that would rival the burning heat of her dear sister's sun. She was so fixated on the pompous queen and the biped -no, Zant was no longer fit to have that term. He was a demon, a monster that needed to be crushed- that she had yet not taken notice to her sister's frozen state behind and to the left of them.

After what felt like an eternal stare-down between him and her, Zant turned to Chrysalis and, by some divine prank or sick joke, gently stroked a twisted, gnarled finger up her slender neck to her chin, causing her to purr in delight, and nearly forcing Luna to vomit whatever she had in her stomach.

"Indeed she is, my Queen," Zant said. He then turned his attention back to Luna. "I commend you for evading capture for as long as you did, given the extensive search Chrysalis's Changelings had undergone," He rose to his feet as he spoke, then started taking slow, menacing steps towards her. "But this little game of hide-and-seek is over. And you've lost."

Luna never broke her sharp glare towards the demon, even as he came about a foot away from her before he stopped. Undaunted by her colder-than-ice, dead stare, he slowly began to raise his right arm, the long sleeve pulled back slightly enough for Luna to notice his hand half clutched. It was the last thing she consciously noticed before she felt her body being lifted against her will in his demonic grasp, and soon the all too familiar pain she had felt from before struck her like lightning and lingered like a curse. Luna cried out in agony, writhing in immeasurable pain as her bruised and beaten body was forcibly constrained against the unrelenting chains as she cursed Zant out in ancient tongue known only to her and Celestia. Despite the savage sight in front of her, Chrysalis couldn't help but notice her cheeks growing warm at the sight of Luna's agony, loving every cry, grunt, and groan she let out as she struggled to break Zant's hold on her. For the Changeling Queen, it was a slice of heaven.

Zant held Luna like this for another second or so before softening his hold, but not relinquishing it, much to Chrysalis's distain, as he leaned in closer to Luna. "Where did you send them?" he demanded. When he received no verbal answer, gaining only a look of pure rage, he tightened his grip, and once again sending Luna into a literal world of hurt. Luna continued to cry and wail from her pain, and though she would not dare speak of it now of all times, she silently prayed that she'd faint from the pain already. As quickly as it had started, it all stopped, with Chrysalis's "Awww"ing from the background once she went quiet again.

"Where. Did. You. Send. Them?" Zant demanded again, his tone expressing his quickly shrinking patience with the stubborn alicorn. And then out of the blue, he was met with a soft chuckle, followed by a smug grin.

"You...will never find them," Luna managed to say, "We have...lived for so long... Torture us all you wish...the pain means nothing...now that we are content...that our friends...are free." And with that bold statement came yet another, one that no princess would ever be caught doing. She spat at his feet in defiance before continuing. "And they will...defeat you...!"

Luna had mentally braced herself for whatever Zant would throw her way, but as the silence continued to linger, that little sense of proud defiance was quickly swaying to fear. He wasn't doing anything, simply locked in a staring contest with her, and it was sending chills through her with each passing second.

Zant was lost in his own thoughts, completely taken back by what had just transpired before him. Despite her humiliating defeat, her savage beatings, and the torment he had personally instilled, she had remained defiant and arrogant while in his face. And that cocky grin. That single, simple arrogant smirk on her face. It had reminded him of just one other who showed such daring to him...

Zant released his hold on Luna, which was followed by the rattling of loose and lax chains succumbing to gravity. Luna took this moment to breath, both physically and mentally, until her attention was grabbed by the sound of stone grinding against stone. As she looked up, her eyes went wide as her pupils shrank to pinpricks at the sight of the weapons in Zant's hands. They were in a shape that she was not familiar with, long and curved, with a circular cut near the tip on the blunt side of the blade, and was half-covered in teal and red square pixels from the tip downward to the halfway mark, the rest of the weapons being black.

Zant raised the scimitar in his left hand, holding high above him. Princess Luna reminded him too much of _her_ for his liking, and try as he might, it bothered and irritated him to the very core of his being. "Then you shall die with that content," Zant said coldly. Luna cringed before she heard the blade come down as it cut the very air, closing her eyes tightly as her mind began to go dark for whatever anticipation that would be her afterlife.

"Stop!" Chrysalis shouted, followed by the sound of thick metal piercing stone. Luna shook violently, refusing to pry her eyes open in fear for what sights await her. Mustering what strength she could, she peeked through her left eye, and saw the blade that was meant to cleave through her was near inches away from the front of her muzzle. It only took a moment before her eyes shot open, the reality that she was still alive humbly sinking in. Luna was panting and sweating heavily now, the horror-driven adrenaline slowly wearing off, as she helplessly stared at the sword that was partially embedded into the marble floor. Quickly remembering why she was still alive, she quickly darted her gaze to the Changeling queen, who looked as though she were pondering something, coincidentally at the exact same time as Zant was also looking her way.

"Surely, your Majesty, wouldn't be so merciful as to simply end her life?" Chrysalis grinned as she got up and approached Luna. She forced her gaze up at her by moving her chin with her hoof. "I believe little Lulu might actually be useful to us, given the proper..._motivation_."

Luna's subsiding fear quickly boiled over into to the familiar rage towards Chrysalis as she glared at her, this time with a passion. No pony -and she means NO PONY- other than Celestia ever, ever, calls her Lulu! Their heated staring contest was broken when the sound of double doors openeing behind her, followed by an incandescent buzzing noise, causing Chrysalis to look up and over her, a large, toothy grin stretching across her black face.

"Ah, I see that you've found them," Chrysalis said, "Bring them here."

Luna silently pondered what, exactly, was found, and who she was talking to. She didn't have to ponder for very long on the latter, for two Changeling drones came circling in front of her and Chrysalis, and they appeared to have something wrapped in fabric in their clutches. Whatever the objects were, the drones quickly dropped them, almost tossing them to the ground, as if they wanted nothing to do with them. The two objects in question rang with a clank as they hit the ground, signifying that whatever they were, they were metallic in nature. The two drones then quickly scurried off, and Luna's curiosity only grew as to what it is that Chrysalis had her minions fetch for her that would scare them so bad.

Chrysalis saw the wonder on Luna's face, and her grin continued to curl as she played out the scene in her mind when she saw what she had sought. She turned her gaze to the sheeted objects, and with a flex of her unhindered magic dramatically pulled the sheets off, revealing them. They appeared to be a broken pair of icy blue armor, the helmet cracked from the front and trailed back and just beyond a small hole, intended for a unicorn's horn to protrude, both pieces dented but shimmered in a powdery white and bright blue. On the other piece, which appeared to be a breastplate of sorts, had an image of a crescent moon adorned in the center, in an even lighter shade of icy blue. Despite their elegant craftsmanship, the two damaged pieces of armor exuded an aura of ill will and malice, which explains why the two drones were so keen to part with them.

Luna gasped as her eyes widened and her pupils shrank once more, her heart nearly giving out from the sight of the familiar broken armor. _Her_ broken armor. "No," She muttered.

"What is this?" Zant scoffed as he pulled his half-buried blade out of the marble floor, Luna completely tuning out him and Chrysalis, "You bring broken armor and dare drop it at my feet?"

"Oh, it's not just any old armor," Chrysalis said, using her magic to levitate the helmet closer to her, vainly eyeing her reflection in it. "You see, Princess Luna has quite the dark history. A thousand years ago, she and Celestia had a little fight, and Luna became the evil embodiment of the night known as Nightmare Moon. She was banished to the moon by her dear sister shortly after, and it wasn't until some time ago did she break free from her imprisonment, only to be stopped by those wretched Elements of Harmony."

Chrysalis casually looked over her shoulder, and saw the blank, terror-stricken face Luna wore as her gaze was fixed on the other piece of the cursed armor, and she reveled in her displeasure.

"But it seems that even after being set free from Nightmare Moon's influence, poor Lulu was still seen as the monster she once was by many of her subjects for a long time." Chrysalis continued, "If I recall, I think it was only after Twilight and her friends helped her did she finally become accepted as the Princess of the Night." She then turned around to fully face Luna, and came in closer and spoke softer, enough to taunt her but loud enough where the conversation could still be heard between the three. "But that isn't the whole story, is it?"

Luna quickly looked to Chrysalis, then to the floating helmet piece still within her green magical grasp. "Please, don't do this," Luna pleaded softly.

Chrysalis continued, despite Luna's soft plead. "While Nightmare Moon may be defeated, she was never, truly gone, now was she, Lulu?" she purred. For her, the look on Luna's face was nearly priceless. She was scared, broken, and wanted nothing to do with her former other half to the point that she was nearly in tears. Seeing that she's had her fun, Chrysalis turned back to Zant and back to a serious but sinister disposition.

"While Nightmare Moon was defeated, her dark magic, as well as parts of her **soul**, still reside in the armor she wore," Chrysalis said, then raised the helmet piece up to Zant, "_This_ armor. And I'm sure she'll want nothing more than to return and exact her revenge." She slowly and ominously shifted her gaze back to Luna as she said this, who flinched back in horror at Chrysalis's worded intentions.

Luna, quickly realizing what Chrysalis intends to do with her, began to thrash and struggle in her metal bounds, ignoring all pain for the sake of escaping her doomed fate.

"You would not dare!" Luna shouted over the rattlings of her chains, "We will not go back! We cannot return to the cold darkness, to the bitter loneliness!"

"Such a racket," Zant groaned, comically throwing his arms agaisnt his head to muffle the rattling. Luna suddenly felt the chains that bound her become incredibly heavy, subsequently ending her struggle and pushing her to the ground. Despite the restrictions, she continued to fight by trying stand, but to no avail. She barely had the strength to lift her head, the thick metal collar around her neck nearly three times heavier than before, and to be made witness as Chrysalis approached slowly with Nightmare Moon's helmet and breast plate in her magical grasp. Luna struggled to pull her head away, the only thing she could do at this point, but it did little to help her.

"See you on the flip-side, Lulu~" Chrysalis cooed, and she brought the two cursed armor pieces closer to Luna, quickly slipping them on one piece at a time.

"NOO!" Luna screamed as she struggled with all her might, until the cold, broken metal touched her coat.

Then everything went an all too familiar black.

* * *

><p>Twilight and the others continued to wind and turn their way down the hidden pathway, the soft dancing of the flames of the torches providing any sense of depth having been further dimmed by the pervasive veil of Zant's shadow magic that seems to persist anywhere and everywhere, even through thick mountainside rock.<p>

"Just much further do we have to go?" Rarity complained weakly, "It feels like we've been walking downward for ages."

"We are going through a mountain, Rarity," Twilight answered, a bit of distaste in her words. "And besides, it's only been eighteen minutes and thirty-five seconds."

"Has it really only been that long?" Rarity asked, a bit stunned at her friend's claim. It was something that she didn't push, though, knowing never to question Twilight's intellectuality. That was reserved for Rainbow Dash.

"You've been keeping track of time?" Rainbow Dash exclaimed.

"It's not all that hard to do, really." Twilight replied. And in fact it wasn't. Ever since they crossed the threshold, Twilight has been silently and mentally counting to break the boredom and the ever present silence with the exception of their own hooves on stone steps. When Rarity asked, she had already reached an exact tally of one-thousand, one-hundred and fifteen. And with some simple division and conversion, she easily came to her answer.

"And if my calculations are correct, given the geographic position we were at in the Palace, coupled by the height where Canterlot rests on the mountain face and our current pace-"

"Just get to the point, Egghead!" Rainbow Dash groaned.

"Sorry," Twilight said, feeling her cheeks grow warm. It was one thing to enjoy mathematics to keep the mind busy, but it's another to get a little overexcited while giving a thorough explanation. She cleared her throat before continuing. "Anyway, if we keep up this pace, we should be coming to some kind of exit within the next twenty minutes or so. Granted we stay in a straight flight and all these twists and turns stop."

"Thank you," Rainbow Dash said, letting out a sigh. Twilight playfully and secretly rolled her eyes at her friend's exasperation as she grew a weak smile and continued her mental counting, not that she had ever actually stopped. Another quick set of algorithms and she placed their current time at almost twenty-one minutes.

For the next several minutes the group's trek through the narrow corridors went by in relative silence. But for Rainbow, it felt like an eternity, and it was driving her beyond crazy for several reasons. The obvious is that she was a pegasus, and a proud one at that, and this narrow, winding tunnel was the polar opposite of what she was used to, which was a wide, open sky for her to speed and fly in. Though she wouldn't admit it to anyone, being where she was was giving her some serious claustrophobia, bad enough to the point where she was grinding her teeth in anxiety and irritability. The other thing that was gnawing at her was the deafening silence that was hanging over them. At this point she was even willing to have Pinkie break out in some random song right here and now if it meant breaking the silence. But the pretty pink mare did nothing of the sorts, she simply bounced and smiled in her own little world while they went along. And that was the third most annoying thing to Rainbow, Pinkie Pie's near-oblivious optimism. Despite all the traumatic events that they were forced to witness, she still carried on like there was a party going to happen any minute, and it ticked Rainbow off to no end. But she knew she couldn't tell that to Pinkie, lest she deflate her and add more woe to an already glum air that surrounded them.

When Twilight reached her thirty-six minute count, her ears pricked up when she heard something in the air, stopping accordingly. The others were either too tired or, in Rainbow's and Pinkie's case, distracted to notice her, and soon one bumped into another until they all fell over each other like a stack of dominos.

"Hey, what gives? Why'd ya stop?" Applejack asked, getting several confirming "Yeahs" of agreement from the others.

"Shush," Twilight said, "Listen." After a few silent seconds, she spoke again. "Do you hear that?"

Ever pony went silent as they all pricked their ears up as well. A few seconds passed and nothing could be heard, but before they could protest, something came in. It was feint, but it was a soft, whistling sound that everyone could hear, one that the cyan pegasus was all too familiar with, and she lit up brighter than all of the torches they had passed combined.

"That sounds like wind," Fluttershy whispered. She gave a small, happy gasp as she lit up as well, but not as much as Rainbow did. "That means there's an opening ahead!"

"Outta the way!" Rainbow Dash shouted, effectively jumping over the pile of ponies and making a mad dash towards the source of the sound.

"Rainbow Dash, wait!" Twilight shouted, but was completely ignored. She groaned before picking herself up, her friends doing the same thing, with Rarity taking extra care to brush the dust off her pearly coat. "C'mon, we can't let her get too far ahead."

With that, she and the others broke into a gallop down the lonely tunnel. What would've taken them another five minutes they managed to complete in two, as they saw a dim light shining up ahead, as well as the sound and smell of a cross breeze filling the tunnel. As they made their way through the opening, they had to close and shield their eyes as they adjusted to the new abundance of light, despite the dimness of perpetual dusk. When their sight returned, Twilight and the others couldn't help but crack smiles as they witnessed Rainbow Dash jump and cheer and laugh while taking turns rolling in the soft grass like a filly on the first day of summer vacation.

"Grass!" Rainbow exasperated as she rolled around, then shoved her muzzle into the ground, inhaling deeply, "Oh, sweet, sweet grass! I'll never take you for granted again!"

Twilight continued to watch Rainbow for a few moments longer before turning her gaze back behind her and upward, towards the face of the mountain. From where they stood, Canterlot could be seen, though only in silhouette, and Twilight's thoughts returned to the last moments of being with Luna. Meanwhile, the others had taken the moment to look around in general, and were met with a shocking and depressing sight. The once vibrant, colorful hills and glens that patched the land and the beautiful blue sky were horridly tinted in the same, dusk-like amber that seems to coat everything and everywhere. They also noticed the lack of white clouds, now only hazy black blotches that broke up the perpetual gleam of twilight. Their attentions were soon brought back when she and the others heard a growl, and immediately almost everyone went on edge.

"Wh-What was that?" Fluttershy said nervously. The growling noise was heard once more, this time they had a direction, and soon everyone turned to face whatever caused the noise. To their surprise, all they saw was Rainbow Dash, blushing nearly bright red as another growl came from her stomach.

"Hehe, sorry," Rainbow said as she rubbed the back of her head, "Must be hungrier than I thought."

Everyone but Fluttershy groaned at Rainbow Dash before plopping onto the grassy earth, then one by one slowly broke out in a group laughing session, uplifting their spirits, something that was dearly needed. After their laughing fit, everyone calmed down and collected themselves, refocusing on the task at hand.

"I don't suppose anyone else besides Rainbow Dash is willing to take a little detour through Ponyville?" Rarity said after a moment of calm.

"Well, it would be nice," Applejack said, tapping her chin as she thought, "We could load up on some supplies while we're there. Catcha bite tuh eat."

Twilight's first impression was to full-heartedly agree with her friends' idea. After all, they were imprisoned for three days, and Spike and the Crusaders must've been worried sick about them. Celestia knows she is about her Number One Assistant, and no doubt Applejack and Rarity were just as concerned for the well-being of their younger sisters. But the more she thought about it, a thought crossed her mind that made her smile fade, and fade quickly, and it didn't go unnoticed by her friends.

"Twilight?" Fluttershy asked, bringing Twilight back, "What's wrong?"

After a moment's pause, she looked to her friends, and all of them had genuine looks of concern on their faces.

"Well, I'm just as eager as all of you go back to Ponyville," Twilight said, "But I just don't think it's safe to go back to Ponyville just yet."

"Not safe?" Rainbow asked with a raised left brow. "Not safe how?"

"Chrysalis," Twilight answered, effectively terminating Rainbow's dissatisfied look. "It's not that much of a stretch to believe that if she's here, then so are her Changelings. They could be in Ponyville as well, and we'd have no way of telling who from who. We'd be walking into a possible trap." She paused as she let her message sink in with her friends, and one by one they looked at their hooves, as if sadly beaten. "I'm so sorry, everpony. But until we find the Ancient Grove and the Blade of Evil's Bane, -"

"It's alright, sugarcube," Applejack said, cutting Twilight off, "If anythin', we should be apologizin' tuh you. We just got all worked up, finally bein' out uh the dungeons and hopin' to see our friends an' family again."

"Yeah," Rainbow said, giving a smug but playful grin "Unlike _somepony_, we didn't sleep through the entire thing. We're just restless is all."

"But you can't really blame us," Rarity added, "We just want to make sure that our loved ones are safe as well as you do, of course. But, you do have a point, dear. Unless we find this weapon, they'll be in danger regardless if we're there for them or not. So, the sooner we find it, the sooner we can make our way back."

Twilight paused as she smiled warmly, then nodded in agreement.

"To the EverFree!" Pinkie shouted as she stood at attention, pointing to said forest. She readied herself like a racer at the mark, with all the intensity to match, then, as if the voice in her random brain shouted "Go!", she sprung into action. But instead of a full on sprint, she pulled a one-eighty and simply bounced in her normal, carefree way as she went. This brought out smiles among her friends, and soon Twilight was at her side, and the others were trailing behind her. Twilight paused before she took one last look behind her, not towards the mountain or Canterlot, but to the small town of Ponyville that rested to the southwest.

"Just wait a little longer, Spike," Twilight muttered to herself, "I'll come back soon."

And with that, she turned back and rejoined her friends, taking up the lead and having to remind Pinkie that she was the only one who knew where the stone was. As Pinkie fell back, Twilight then turned to the EverFree Forest and tried to remember and focus on the details that played out in her vision. The way she remembered it, they weren't going to take the beaten road that they had used when they went in search of the Elements of Harmony, then time and time again when they visited their zebra friend, Zecora. Instead, there was going to be a small clearing a good distance to the north of that road that they will have to fight through, then trudge their way through some thick underbrush.

Her thoughts, as well as their short trek, were immediately interrupted when a thundering _crack_ rang through the air like a thousand thunderstorms, and was followed by a violent earthquake that shook the earth with an unheard of violence. Twilight and the others all quickly fell flat to the ground as the earth shook, and had to cover their ears as several more deafening cracks rang through the air. The ground gave one last violent shake before it was all over, and after several moments everyone got back to their hooves, still shaking from the sudden upheaval.

"Now wha' in tarnation was that all about?!" Applejack shouted, partly out of from being suddenly shaken, scared, and partially deafened by the loud thundering cracks.

She looked to Twilight, and her face was that of one who had witnessed the ending of the world at whatever it was that was behind her. Her jaw hung as low as it could, her ears were bent back, and her eyes were wider than the farm pony's biggest dinner plates, which is saying something. The only other time she had seen Twilight with such a look was during her big brother's wedding, when she was trying to convince her and the others that the fake Cadence was actually Queen Chrysalis, but went unheeded and was even scolded by Princess Celestia for it. Curious, as well as a little hesitant, she slowly turned to see what exactly Twilight was looking at, and gasped as loudly as her lungs would allow her, the others doing so one by one.

Applejack and Rainbow Dash had rubbed their eyes every so often to make sure their eyes were working right. And with every attempt of denial of the sight before them, the harsh reality sunk in ever deeper for them and the others. The entirety of Canterlot -the Palace, the city, EVERYTHING- looked as though it was pried right out of the mountain side. Suspending itself and dozens of hill-sized boulders and debris that floated between itself and where it once rested as if time itself had stopped, the now floating city was slowly drifting away from the mountain side, ultimately stopping after removing itself hundreds of feet away from it's original resting place. The Palace where Princess Celestia and Princess Luna were now trapped in was physically out of reach for Twilight and the others now.

After what seemed like hours, when in reality was only several long minutes, the initial shock that wracked the little ponies's minds was starting to wear out. One by one, they fell their flanks, unable to comprehend words to speak within their own heads. After some time passed, Twilight became the first to compose herself as she got up, her demeanor stern and determined.

"Let's go, girls," Twilight said flatly. The others looked to her, still in shock, as she turned her back to them, facing the EverFree Forest. "We can't go back now. Only forward." With that said, she made her way towards the EverFree, her friends joining her one by one as their shock subsided, replaced with concern for their friend.

Twilight continually scanned the edge of the forest, remembering the landmark that would signify where they had to go. After almost an hour of prowling against the border, she saw it; two trees that were bent and curved in the shape of a double arch, with two, large stones near the bases of each tree. Twilight dashed over to the small opening, studying everything to confirm it.

"This is it," Twilight said, turning to look to the others, "Once we go in, we'll have to stay close together. No doubt we'll get lost easily if we separate for even a moment."

"We have to go through _there_?" Rarity asked, "B-But what about the path we normally take to visit Zecora?"

"If we take that route, it'll take us twice as long to get through," Twilight explained, "Besides, we're going to have to go through thick underbrush to get to the stone anyway."

"Don' tell me y'all afraid uh gettin' yer mane dirty, are ya?" Applejack teased as she elbowed Rarity.

"What, moi?" Rarity exclaimed, her overdramatic tone giving her lie away. "Well of course not!"

"Then ya better suck it up, sugarcube," Applejack said, " 'Cause I gotta feelin' we're gonna have a long walk ahead of us."

Twilight rolled her eyes, but knew that Applejack was right about that part. Turning back to the small opening of the EverFree, she replayed the vision in her head over and over again, until she felt as though she knew the path they had to take by heart. She took in a long and deep breath, released it, then marched forward through the thick foliage. Applejack followed right behind her, followed by Fluttershy, then Pinkie. Rarity moaned a bit in displeasure before joining behind Pinkie and being followed by Rainbow Dash as they entered the even darker EverFree Forest, quickly vanishing from view.


	10. Chapter 10

**Author's Notes: **_Alright, this is it. The last of my pre-written chapters. In all honesty I didn't think it would take this long, so that's something to be proud of. But fret not, I promise to continue to work on this story, and will to keep it updated. But for now, enjoy the longest chapter thus far! And as always, reviews are most welcome!_

* * *

><p><strong>CHAPTER 10<strong>

* * *

><p>If Twilight Sparkle and the others had thought the EverFree Forest was dark and ominous before, the near nighttime dark and the ever-present, looming feeling that was keeping them all on edge since they've entered made them wish they were in the forest before the shadows had settled in. Almost immediately after stepping into the woods, Luna's previous warning about the already dangerous beasts that reside within becoming even more dangerous washed over them like ice water in the middle of winter, and with every snap of a branch or twig, some of them being of their own doing, and every odd sound that echoed through the darkness caused them to jump and yelp with fear and scurry through the foliage that surrounded them even faster, which was a challenge in of itself.<p>

The path that Twilight was leading them through was a path by the very bare minimum of the definition of the word. On several occasions they had to either duck under or jump over low-hanging branches, roots, or logs, plow their way through tall shrubbery, and on more than one occasion had to dodge tall plants that resembled venus fly traps that lunged out at them, attempting to bite at them. One did manage to snag Applejack by the right hind leg, who let out a string of curses as she struggled to break free. It was quickly dealt with when Rainbow Dash bit into it's narrow stalk, effectively killing the thing.

Despite their frightening surroundings, they all marched on, though to say they did so in confidence and/or courage would be a stretch. As Twilight blazed their trail, they would occasionally come across a break in the canopy, and having a good grasp of where they were in the wild woods, she would look to her right and see just the tip of the black obelisk in the distance that was responsible for the oppressing veil. When the black canopies returned to blot out the dusky sky, she returned her attention to her front, where she was reminded of the constant dangers that surrounded her and her friends. Hoping to calm her nerves and remember her vision, she would take deep breaths and presume to count, much the same way she did back in the tunnel.

Fluttershy was suffering the worst out of all of them. Much like Rainbow Dash, she had her own demons she desperately tried to fight with. The biggest was the EverFree itself. Despite practically living on the fringes of this forest, she was deathly terrified of it, with her only solace being the many small critters that she loved tending to that actually lived in the actual fringes. The fact that she is also incredibly shy had also left her with little choice but to live so far away from Ponyville, with the only place she could find was the tree she worked so hard to turn into her little, homey cottage. The second biggest was that she was deathly timid, sometimes getting scared or startled just by her own shadow, or any small, sudden noises.

And now here she was, walking through the very forest the was scared to death of, even more so now thanks to the near-blinding darkness, with the same snapping and crunching sounds that had her nearly jumping out of her skin every single time. For Rainbow Dash and the others, it wasn't something they were blind to, not in the slightest, and it was getting so bad that they had to console her every time a twig so much as snapped. While she had a good feeling that they were on the right track, Twilight knew that poor Fluttershy wasn't going to last much longer, and they had to do something before she refused to go any further. And that "much longer" wouldn't even last five minutes.

As they all came up to another tiny clearing, another one of those "piranha plants", as Twilight so clinically named them, managed to creep it's way around Applejack without being detected and was taking aim for the creamy yellow pegasus. Like a coiled snake, it lunged out and managed to bite down on Fluttershy's left foreleg, pulling her down and away from the group, quickly gaining everyone's attention. She screamed loudly, both in pain and fear, as she was being pulled away.

"FLUTTERSHY!" Rainbow Dash shouted. She quickly jumped forward, grabbing her by her free front hoof, and dug her hind legs into the dirt, stopping it's pull. "Don't worry, I've got you!"

"R-Rainbow Dash, save me! PLEASE!" Fluttershy wailed as she bawled her eyes out, and Rainbow tried to pull Fluttershy back. But she gave a cry of pain when the plant tugged back, it's thorny "teeth" having a firm grip on her. Not wanting to cause her friend any more pain, Rainbow stopped the little tug of war, and her mind raced on what to do. She was soon relieved of that when she saw an orange blur fly past her, as Applejack raced to Fluttershy's aid. She quickly found the plant's stalk, then reared and slammed her hooves down hard, effectively separating the bulb from the body. The biting bulb of the plant gave a pain-filled hiss before releasing Fluttershy from it's bite and quickly and unnaturally withered away.

"Nasty varment!" Applejack grunted before spitting at the remaining husk of the bulb. She turned her attention back to Fluttershy, who was tightly curled up in Rainbow Dash's embrace and shaking like a leaf. "Is she okay?"

"Y-Yeah," Rainbow said as she stroked her frightened friend's mane in an attempt to calm her down. "I think she's more shaken than hurt." She pulled Fluttershy a little out of her much needed hug, but she quickly went back into her chest like there was taunt elastic between the two.

"I-I can't do this," Fluttershy whimpered.

"Fluttershy," Rainbow said softly.

"No, I-I can't do this anymore!" Fluttershy said in a louder tone as she began to shake even more and started to sob heavily against Rainbow's body. "I-I'm scared and I'm hurt, a-and all I want is to just go home!"

"Fluttershy, hey," Rainbow said softly, then used both her hooves to make her look up to her, and quickly saw the cold terror in her tear stricken eyes. "It's okay now." She took her right foreleg and tried to pry out Fluttershy's left foreleg, which she held tightly against her. "Mind if I look?"

Fluttershy sniffled and whimpered, still shaken to the core and bent on simply turning back, but as Rainbow looked into her eyes she felt some comfort from her genuine concern, and began to calm down as she allowed her best friend to take her foreleg. Trying to be as gentle as she could, Rainbow gently took it and looked it over, turning it over and following the arched line of small dots on both sides that made up the carnivorous flower's bite marks. Fortunately she wasn't bleeding, but Rainbow had read enough Daring Do to know that it needed to be wrapped up, lest she be exposed to Celestia knows what that could be floating in the air or growing on these wild plants.

"Hey, it's not so bad," She said as softly as she could as she looked into Fluttershy's eyes, "We're just gonna wrap it up for now, 'kay?" Fluttershy continued to whimper and sob silently, but she answered with a nod. Rainbow looked around for something -anything- that could be used as an emergency wrap. She then realized she still had the cloth wrap around her head, and figured by now it was okay to remove it. So with as much speed as she could, she undid the wrap on her head, took the second piece of cloth inside that was more or less covered in dried Rainbow blood out and tossed it, then gently began to wrap it around her distraught friend's foreleg. "I know it's it not perfectly clean, but it's better than leaving you exposed to whatever's out here."

Fluttershy cringed in pain as Rainbow firmly wrapped the white fabric around her foreleg, but was starting to calm down, slowly but surely. With one last loop, Rainbow finished it with a secure knot, then gave her back her limb.

"There you go," Rainbow said, "Think you can still walk on it?"

"I-I-I'll try," Fluttershy whimpered. She then scooted away from Rainbow, giving herself enough space, then got up on three of her four legs. She bit her lower lip as she lowered her injured leg, and once she finally placed it on the ground she put some weight on it. Aside from a little stinging, she couldn't feel anything that would cause her to limp or otherwise slow her and the others down, and put her full weight onto it with no problems.

"Fluttershy," Twilight said, coming forward. She had a look of grief and guilt written all over her face. "If you really want to, you can go back. None of us can make you stay if you're not comfortable with this."

Fluttershy took a moment as she looked around at all of her friends, and each of them were giving the same, concerned look. She looked to her hooves, then to the wrap around her leg, and closed her eyes as she thought. After about a minute, she took a deep breath, sighed, then looked back up to her friends.

"N-No, I'll stay with you," She gave a weak smile, uplifting her friends' spirits. "I-I may have overreacted a little, but I'm okay now. I may be scared, and I want nothing more than to be out of the EverFree Forest. But I wouldn't be able to face any of you again if I let you do this by yourselves."

The six friends then shared a group hug, and what worries they had were quickly dispatched, even if it were for just this moment. As they hugged, a light breeze blew through them, and Twilight's ears twitched a little before she thought she heard something on the breeze. It was a strange whistling sound, incredibly feint but was still audible to her. Whatever it was, it wasn't like the whistling they had heard when they were in the tunnels, but more akin to an artificial whistle. As she turned her attention to where the calculated general direction of the sound came from, she focused harder in order to pick up a clearer sound. The strange whistling was still just as feint, but it was enough to the point where she could pick up enough to make a startling discovery. The whistling sound was rising and falling in tune, as if playing out ghoulish notes to a song on the air itself.

She gave a small gasp, then separated herself from the group hug as she made her way a little closer to where she thought it was coming from, her head turned and her ears pricked up high. As she did, her friends quickly looked to her, curious as to what caught her attention enough to make her end such a tender moment. She had only taken a few steps, but she could tell that whatever was making the creepy sound was definitely in that direction.

"What is it, Twi?" Applejack asked.

"I think I hear something...," Twilight answered. She pointed down towards a thin path, just little to the right of their original straight path they had been taking prior to Fluttershy's attack. "It's coming from down there. Can't you hear it?"

The others looked to each other, then disbanded before joining Twilight and leaning in with one ear like she was. They remained silent, trying to tune in to whatever it is Twilight was hearing, but nothing was coming in.

"I don't hear squat," Rainbow said.

"Neither can I," Rarity added.

"Can't hear anythin' either." Applejack said.

Twilight looked at her friends, confused as to how they couldn't hear it. Shaking it off, she turned her gaze back down the lonely, hidden path that was before them.

"Well I know I heard something," she said, "And I'm still hearing it. Something tells me that there's something to it, and I'm going to find out what it is." She marched forward as she said this, and one by one her friends caved in and decided to follow her, not knowing what else to do.

For the next half hour the six ponies continued to blaze their way through the thick underbrush and wild woods. On more than one occasion they had to dodge and fight their way through more of those nippy plants that seem to be sprouting up in more and more places as they went. Despite their dangerous intents, Twilight couldn't help but be fascinated by the predatory flora. Nowhere in the vast majority of books that she's read about plants did she ever come across anything like them, and she even gleamed at the prospect of having discovered a new species, one that they would name after her. The prospects of such discoveries made the intellectual in her giddy with excitement, but it would only be short lived once they were attacked by one or two of them, and the more rational part of Twilight's mind figured that no one really needed to know the existence of such dangerous foliage, and it was probably for the best that they remained buried in the dark depths of the EverFree where they belonged.

Twilight continually turned and twitched her ears as she had to rely on her hearing to guide her as they made their way, and given by how loud and clear it was getting they weren't very far off from wherever it was coming from. At one point, Applejack and the others stopped, their ears quickly pricking up and turning either which way as they began to hear the sultry notes in the air.

"Well I'll be," Applejack said, "You were tellin' the truth after all, Twi."

Twilight stopped and turned to face her friends, who were all looking around as if searching for the source of the mysterious music themselves. "Wait, does that mean you can hear it now, too?"

"It's feint," Fluttershy said, "But yes, I think we can all hear it now."

Everyone nodded in agreement with Fluttershy, and Twilight couldn't help but sigh and smile with relief. At least she wasn't going crazy, the thought to herself. She returned her attention to her friends, then nodded.

"Then we must be getting closer," she said, turning to the thick bushes that were in front of her. With some slight twinge of anticipation, she trotted over to them and parted them.

When she did, her face lit up at what she saw. Sitting in a fairly large clearing -at least in comparison to what they were used to up until now- with a ray of light shining down on it at an angle was the oblong stone that Twilight had seen in her vision, though slightly different than how she had pictured it. The circular pattern with the four curved streaks of air was carved into it's face, but said streaks had been bored through the entire stone, allowing Twilight to see through the other side, as well as explain how it could produce the whistling sound. The stone itself looked quite weathered and partially covered in a thin moss, yet it continued to stand despite the attack of nature upon it.

Pinkie Pie poked her head through the bushes over Twilight's head, and gasped loudly before jumping and bouncing off of Twilight's head and towards the stone in excitement. The others soon quickly poked their heads in as well, but by then Twilight was already through and approaching the ancient stone. Now that she was actually seeing the stone, Twilight noticed that the circular pattern on the stone was one that she didn't recognize at all. She had studied ancient runes and various books on symbology, yet despite all of that pleasant reading this one image didn't seem to match with anything in her memory. What she did know, however, was that the symbol was definitely meant to resemble the element of forest or wind somehow, but even then she was only going on intuition at this point, which bothered her a little. But what had her even more baffled was how the stone was continuing to whistle the strange melody when there was clearly and absolutely no wind to generate a sound. Oh, if only she had her magic, she mentally grumbled, then she could've been able to detect any kind of magic that might've been present either within or around the mysterious stone.

This little abnormality wasn't missed by the others, as they too were looking over the stone in wonder and curiosity, trying to figure out how the stone was producing any noise at all. While the others were privy to simple nudging or simply looking at the stone, Pinkie took it upon herself to lick the stone several times, then put a hoof to her chin and look off into the distance as if processing any information she had gathered through her tongue. Despite being poked, nudged, and even licked, the stone continued to play and replay the same, six-noted melody, ignoring all that was going on around it. After a few minutes of waiting, and after looking over the stone over a dozen times, Rainbow Dash was getting restless.

"Alright, so we found the rock," Rainbow said, looking from the stone to Twilight. "So how exactly is it going to help us find this 'Ancient Grove'? There isn't even a map on it."

Twilight continued to study the stone, despite the conversation she was having indirectly with Rainbow. "There has to be something. Princess Luna said that the Grove couldn't be found conveniently, so the Princess of the Kingdom of Light gave the Hero-" She gasped, then quickly turned to the saddlebag, digging around in it.

"What?" Rainbow Dash said anxiously, leaning in, "Gave the Hero what?! ...Oh, that."

Just as she had finished asking her question, Twilight pulled out the Goddess Harp. As she did, the divine instrument started to shimmer faintly in a golden light, and the stone began to glow softly in a pearly white in response to it. She held the Goddess Harp in her right foreleg, placing her left hoof against the strings, and closed her eyes as she listened closely to the whistling stone. As if in response to Twilight's intentions, the stone stopped it's continual replay, then started again, beginning from the start. It repeated the melody twice, then it went quite, as if awaiting Twilight's response. Understanding this, Twilight began to replay the melody, and much like how she had learned the Ballad of the Sheikah, a small jingling fanfare played in her ear signifying the correct response.

Fluttershy was suddenly overcome with the desire to step forward when she heard the melody played on the Goddess Harp, feeling somewhat nostalgic about it, like she's heard it before. Twilight strummed her hoof across the Harp, then levitated off the ground slightly as she began to play the melody again. When she played the first part, Fluttershy found herself singing back the same melody in near perfect harmony. The song then continued as Twilight played and Fluttershy sang in a perfect duet, with Twilight ending by strumming a beautiful collection of tones while Fluttershy held to her last note. When the song was done, Twilight returned to the ground while Fluttershy's cheeks grew red from bashfulness, never actually singing in front of anyone else but her animal friends before. The Goddess Harp then levitated out and slightly above of Twilight's hooves while she looked at in awe as a message appeared within the fourth wall.

* * *

><p><em><span>Twilight and Fluttershy have learned the <strong>Minuet of Forest<strong>._

_This enchanted melody, said to be the voice of the protective spirit that lives in forests, once guided the Hero to the Ancient Grove in the distant past._

* * *

><p>Once the Goddess Harp came back into Twilight's hooves, it and the stone stopped glowing. She tucked it back into her saddlebag, and once she did a small, visible whirlwind began to develop on the other side of the clearing, kicking up leaves and other small debris. As it grabbed the attention Twilight and the others, it began to drift from side to side before started drifting lazily to the right and towards a path, then stopped, as if waiting and beckoning for them to follow. Taking a chance, Twilight slowly approached the small whirlwind, and once she came close enough to it, it began to dance around Twilight, bringing out a smile and a giggle from the purple unicorn as the soft breezes it was generating tickled her all over.<p>

"H-Hey, that tickles," Twilight giggled as the whirlwind continued to swirl around her. It finally stopped, then went back to the beginning of the path before doing down it a distance, stopping and waiting. Twilight looked to her friends, and beckoned them with her hoof.

"C'mon, I think we're supposed to follow it," she said cheerfully for the first time in what her friends felt like ages.

Without any hesitation, the five friends happily joined Twilight as they followed the twirling whirlwind. Despite the more winding and bending the trail made and the greater amount of obstacles that were laid before them, they found themselves keeping at a brisk pace as they tried to keep up with the small, weak tornado. As they went, Twilight noticed that since they began to follow it they haven't passed a single one of those biting plants that they had to literally fight through to get to the whistling stone, allowing herself and the others to feel more at ease, if only slightly. It would also explain, she thought, how they were actually trotting, rather than to the snail's pace walking, and even beginning to mildly enjoy the trek. The key word here is mildly.

After another good half hour of jumping and trudging through thick jungle-like forest, the six found themselves in a massive clearing, immediately met by a tall cliff face, reaching higher than what their eyes could see. As they entered the clearing, the six ponies took the time to catch their breath, with Fluttershy immediately collapsing and breathing heavily. This caught Rainbow Dash's attention, who turned and walked to her friend's side. From what she saw Fluttershy looked beat, but given how much ground they covered in such a short time it didn't surprise her. What did catch Rainbow's attention, however, was just how tired Fluttershy actually looked, her cheeks slightly flushed as if she had ran a little more than the rest of them. And it may have been a trick of the light, but she thought that she also may have looked a slight paler than before.

"Hey, you okay, Fluttershy?" she asked.

"I-I'm fine," Fluttershy answered, her voice slightly weaker than normal, "I just suddenly feel a little light-headed is all...a-and tired."

Rainbow couldn't help but feel a knot develop in the pit of her stomach, as if something was telling her that what her friend was saying wasn't the whole truth, as her brow furrowed in concern. Fluttershy, having caught her breath, rose to her hooves and smiled weakly at her, as if to reassure her worrying friend. Not really wanting to press the subject further, Rainbow decided to let it go for now and walked by Fluttershy's side as they rejoined their friends. Apparently the small whirlwind had guided them further down the length of the near vertical cliffside to the right, until they all stopped when they noticed quite the particular sight.

Jutting out from the very face of the cliff as if having been pushed through the rock like clay, a huge, hollowed out log sat, looking more as if it were whittled rather than rotting naturally. The small whirlwind that had acted as their guide hovered in front of the opening of the log-cave until Fluttershy and Rainbow Dash rejoined the group, before disappearing into the blackness that made up the interior. It's small winds generated whistling sounds as it entered, but as it went further in the whistling eventually went silent, leaving the six ponies staring into the black opening.

"I'm gonna take a guess that we have to go in there?" Rainbow Dash asked.

"Seems like it," Applejack said, pulling her signature had a little over her eyes, "But that don't mean Ah'm gonna like it, either."

"We've followed every step that I saw in my vision," Twilight added, still staring into the dark interior of the log, "We've found the stone that whistled without any wind, and learned a song that created a sentient whirlwind that led us to here." She turned to look at her friends, all of them a little wary to enter the dark cave. "If all of that isn't a sign that we're on the right track, and just beyond this cave is the Ancient Grove, then I don't know what is."

Rarity and the others all looked to each other, letting Twilight's deduction sink in. One by one they each gave each other reassuring nods, then looked back to her.

"Well, when you put it that way," Rarity said, "You do make a solid argument. If you think this is it, Twilight, then we'll be more than happy to believe you."

The others all gave agreeing nods with Rarity, and Twilight smiled and nodded in response. She turned back to face the dark opening, then began to make her way in.

"Stay close girls," she said, "You'll never know what's going to happen."

The others heeded Twilight's warning, and they all snugly grouped together as they entered the log-cave. The dim light of the artificial dusk was growing ever dimmer as they pushed forward, until the light from the opening had all but vanished, leaving the six ponies in total blackness. After a minute of walking blindly their sight began to return, but could only find themselves being able to see themselves and the others clear as day as they marched through the ever surrounding black. Attempting to get a grasp of a sense of depth, Twilight and the others looked around aimlessly for any sign of light or object, but to no avail.

"Anyone else have a sinkin' feelin' that somethin's gonna happen?" Applejack said, breaking the silence.

Almost immediately asking that, she and the others noticed Pinkie suddenly stopping, then began to twitch as her ears began to flap, her left eye twitch, and her right foreleg twitching.

"Uh oh," Pinkie said, "Somepony should watch their step, something's gonna fall."

Applejack, Fluttershy, and Rarity gasped as they froze up and looked up and around nervously, expecting something to fall on or around them. Twilight looked back to her pink friend, then looked upwards as well, and much like the others she couldn't see a thing.

"Pinkie," she began, "How can you tell something's going to fall if none of us can even see what's in front of- AAAAAHH!"

Twilight felt a lack of ground when she put her hoof down as she walked, causing her to stumble and flail as she tried to maintain balance. Though she couldn't see it, she had nearly fallen into some kind of crevice. But because she didn't have a sense of depth for her surroundings, she couldn't maintain proper balance, and felt herself leaning forward and into the abyss. She screamed as she felt herself drop, but then quickly felt somepony grab her by her tail, and she looked up to see it was Applejack that had caught her in the nick of time.

"Ah gotha thugarcube," Applejack said through a mouth full of tail.

She tried to pull her friend up, but as she did she felt herself beginning to slide forward herself. She dug her front hooves into what ground she could feel, but it felt as smooth and hard as ceramic tile, getting no traction whatsoever.

"Uh, the' again, maythe Ah don't," she said. She then got up and tried to walk backwards, but she still couldn't get the traction she wanted, even felt like she was sliding even faster. Understanding her predicament, she looked back to Rainbow and the others. "Ah litthle help woulth thee nice abouth now!"

As she said this, she felt her hooves go over whatever edge that Twilight had stumbled over, and soon both ponies briefly felt the sensation of free-fall before they were caught by Rainbow Dash. She tried pulling back with all her strength by the farm pony's tail, but quickly found herself sliding away faster than Applejack was, having to try and pull up two ponies instead of one, chanting "No, no, no, no, NO!" before she too was now falling into oblivion. Fluttershy was quick to grab at Rainbow's tail with her teeth, and Rarity had grabbed Fluttershy's tail, but the yellow pegasus's weak frame and the silvery unicorn's dainty strength did literally nothing to prevent them being pulled into the falling chain of ponies. Pinkie, meanwhile, happily bounced over to the edge, then jumped, yelling "Cannonball!" as she tucked in her hind legs and joined her friends.

Five of the six ponies were screaming and flailing as they fell, fearing the imminent moment they would slam into a hard floor and severely injure themselves, or worse. The exception was, obviously, being Pinkie, who had decided to simply go "Wheeee!" and giggle in between them as she began doing aerial stunts, such as fanning her body out and doing the backstroke as she fell, as if she were on some skydiving experience rather than plummeting to her impending doom. After what felt like forever, when it was only for about a minute or so, all six suddenly felt themselves being jerked, feeling turned upside down by some unknown force, with the odd sensation of having them reversing from free-falling downward to free-flying upward, then feeling as though they're being flung or flown forward in a near-perfect horizontal direction. Shortly after their bizarre turn of gravity defiance, Twilight and the others then noticed a bright light breaking through the blackness, and was quickly coming at them.

Birds chirped contently within the calm, quiet canopies and on the cool, misty earth of the Faron Woods, lightly breaking the zen silence with the wind like small waves gently lapping upon a lake's sandy edge. That peace and quiet was utterly shattered when a loud, shrill screaming of fair maidens blared from a tall, hollow log tunnel that connected the rest of the commonly known woods to the hidden Sacred Grove. Twilight suddenly flew out of it, screaming, as if someone or something had tossed her out, and landed with an "Oof!" as muzzle met soft dirt. Twilight groaned as she lifted her head, her eyes swimming either which way in her head, but before she could fully regain her senses Applejack came flying out of the tunnel in the similar fashion as Twilight did, and landing square on top of her friend. The pile of colorful ponies only grew as Rainbow, Fluttershy, and Rarity came flying out and landed on top of Applejack and Twilight, all completely disoriented from whatever it was they had just experienced. Pinkie came out much the same way, but managed to pop open a small parachute out of nowhere and gently drifted and landed on her friends, who all grunted in response.

"That was fun!" Pinkie chirped as she hopped off the pile of her friends, "Let's do it again!"

"No!" all five ponies shouted. Pinkie only giggled as she bounced around aimlessly as Twilight and the others fought to get each other off and fully stand. Dusting herself off, the purple unicorn took the moment to take in their new surroundings and gasped.

"Girls," she said, "I don't think we're in the EverFree Forest anymore."

Rarity and the others looked to Twilight, a little confused, then looked up and around at their new surroundings, nearly gasping themselves. The once low, ominous trees that they were familiar with were replaced with trees that towered high into the early morning sky, the canopy nearly blending in with the clouds that hung lazily above. There was also an air of tranquility and peace that floated through and around them, the very air crisp and clean like that after a morning rain. There was also a near dead silence that hung in the air. There were no spooky, strange sounds that echoed through, only the sound of small birds chirping, wind blowing lazily across the leaves of the tall trees as they made soft, rustling sounds, and the sound of softly flowing water, possibly from a creek or stream, or a small waterfall.

But what surprised them the most was the lack of the yellow tint of Zant's twilight around them. For the group, with the exception of Twilight, it was the first time in days that they had seen or felt the bright, white natural warmth of the sun on their weary faces, and for all of them it was refreshing, filling them all with calmness and joy. After a long moment's reprieve from the dark magic, Twilight began to wonder. Since they were now out of the magic-suppressing atmosphere of Zant's influence, were they free to use their magic again? Hoping for the best, she concentrated her magic as she normally would, focusing on a simple levitation spell on a nearby medium stone. To her unbound joy, she felt her magic flow through her once more as it gushed forth, free from it's bound state, then through her horn as she cast her spell, causing her horn to glow in her familiar pink aura, the stone she was focusing on beginning to glow in the same aura, then began to levitate off the ground with ease.

She simply couldn't contain her excitement as she began to squeal and laugh with joy, dancing on the tip of her hooves. The others quickly wheeled around to face her, startled by her sudden outburst, and only managed to see the stone Twilight had just levitated come back down.

"What they hay?" Rainbow said, " Twilight, did that stone just move?"

Twilight quickly turned to face her friends, her face beaming. "Girls! I can use magic again!"

"Wait, are you serious?!" Rainbow asked, and Twilight nodded eagerly.

Curiosity now having the best of her, the cyan pegasus looked to and stretched out her wings. Giving a few test flaps first, she then coiled back then launched herself into the air hard and fast, leaving only a rainbow streak and a ring of thrown up dust behind her. Even from the distant ground, Twilight and the others could hear the cheers and whoops that Rainbow made as she took to the skies for the first time in days, performing loops and dives at breakneck speeds that she loved doing and was famous for. Having her fill of aerial freedom, Rainbow Dash took the moment to take in the view of the horizon around her, and for a brief moment she nearly forgot how to fly. She might not be a cartographer, but she knew well enough that the EverFree Forest didn't nearly stretch as far out as what ever forest this is did, and certainly not in all directions. That means Twilight's possibly sarcastic statement was actually true. If that's the case, and this isn't the EverFree Forest, then where in the world are they?

Rainbow's thoughts were brought back when she heard shouting from below. Shaking her head clear, she looked down and saw Twilight shouting her name up at her. She took the shouting as a message to come back down and quickly descended back to the ground and rejoined her friends, still shaken at what she's just seen.

"Hey, what happened up there?" Twilight asked, concern on her face. "One minute you were flying so fast we couldn't keep an eye on you, then the next you suddenly stopped."

Rainbow nervously rubber her foreleg before she answered. "Well, remember how you said that you thought we weren't in the EverFree anymore?" Twilight gave a hesitant nod, and now she had the attention of her other friends. Rainbow paused before she continued. "Well, I took a look around us...and I think you might be right. I don't recognize any part of this place, I can't see Ponyville or Canterlot, and the forest here nearly goes on forever, in all directions."

Twilight almost couldn't comprehend Rainbow's confirming words. How was this possible? How did they simply walk from one place to another? Then it hit her. The strange, hollow log of a cave they entered right before falling into the abyss. While she could only speculate, her theory was that it must've acted as some kind of dimensional link between their world and...wherever they were now. If she went with this theory, then it opens up an industrial-sized can of worms, like when was this link made? For how long? Was there anypony -or anything- else aware of this connection? Such questions buzzed within her intellectual mind like angry hornets, and she didn't know whether to be extremely excited or worried.

"Now hold on fer one apple pickin' minute," Applejack said, essentially snapping Twilight out of her overloaded mind. "If we ain't in the EverFree, or Equestria fer that matter, then where the hay are we?"

There was a long pause before anyone said anything. Thanks to the earth pony's question, Twilight's rushing train of thought managed to be thoroughly narrowed to the one, very important question that should've been asked first, and would be the first one of many to be answered. She then looked around, taking in their surroundings seriously for the first time before she formulated her answer.

"I think I have a good idea," she said. Her eye caught what looked like a large, oval opening that looks like a fallen, cross-cut of a tree, slightly buried into the earth and making it into a makeshift archway, the proverbial doorway to nowhere. A stone that looked very similar to the one they found in the EverFree was resting not too far from it, but with a different pattern etched onto it's surface. From where she stood Twilight couldn't clearly see the image, as the dense forest mist still hung fairly high off the ground. She then turned to face them all before continuing. "We're in the place that we've been looking for. Girls...this must be the Ancient Grove."

A stunned silence hung over the five ponies as they made anxious glances around themselves. But they weren't anxious because of suddenly being so far away from home. It could actually be classified as a 'pleasant' anxiousness. When they really thought about it, aside from the so-called "lost" Castle of the Two Sisters, this would be the first time that they've ever set foot in a place that was once actually considered fable. And according to what Luna told them, no one has ever passed through or set hoof in these woods, save for the Hero of Legend, and given the age of the story that would mean it would have been tens of- or even hundreds of thousands of years ago, practically untouched. As this revelation began to set in, the six ponies began to look at the strange, serene forest around them with different eyes.

Their attention was brought back when a "divine" wind swept through them, chilling them with an early morning coolness that Applejack, Rainbow, and sometimes Fluttershy were familiar with on such days. As the mysterious gust passed, Twilight and the others heard the familiar, ghoulish whistling that they had followed to find the stone in the EverFree, and for Twilight she knew that it was coming from the identical stone that was just feet away from them. While the chilling tone was exactly the same, she did pick up that the melody that played on the wind's breath was a different one all on it's own. Curious, she looked back to the stone, and upon seeing knew what to do.

"Y'all hear that?" Applejack asked.

"Definitely," Rainbow replied.

"Strange," Rarity added, "It's so much louder and clearer than the one in the EverFree."

Twilight also contemplated that the melody carried quite well here. Granted they were only a few hoofsteps away from it, but the subtle difference was there, as if the notes were free to fly through the air, compared to the stifling shadows that they left behind. She made her way to the second mysterious stone she will interact with for the day, the others following suit. Without giving it a second thought, she used her magic to levitate the Goddess Harp out of the side saddlebag and to her front. Choosing to sit first, she then took the instrument in hoof, and waited for the stone to respond, just like the first one did. She was not disappointed, for the stone ceased whistling, then resumed in a clearer, more audible fashion. Twilight closed her eyes as she listened, and was surprised that the melody that she was being "taught" was a simple, three-toned melody that played itself over twice.

After the stone played the melody a third time, Twilight took the moment to reopen her eyes and focus on the Harp before playing it. She recited the music back, and was once again greeted with the small victorious fanfare in her inner ear. She began to lose herself as the magic of the music and the instrument flowed through her, and once again she was mere inches off the ground as she began to play the intended song that the melody provoked. As she began, Rainbow, Applejack, Rarity, Pinkie, and Fluttershy all suddenly became overwhelmed with the passion to sing, a sensation that the yellow pegasus was familiar with when she and Twilight both performed the Minuet of Forest. Not wanting to fight such a delightful feeling, Fluttershy was the first to step forward, and she was shortly joined by Rarity. The others, though not as inclined as Fluttershy or Rarity, still felt like it was right, and so they, too, joined their friends' sides.

Twilight played out the song flawlessly as she softly strummed the silver strings with her hoof, while Fluttershy and the others all sang in chorus, escalating the already soothing melody to a near-angelic level as they performed in a unison saved only for the most song-worthy moments back home. As the melody softened to signify it's end, the five mares looked to each other in surprise and a little pride. Twilight returned to the ground, and just like before the Harp levitated a little out of and above her hooves while a messaged played to you, the reader.

* * *

><p><em><span>Twilight and her friends have learned the <strong>Alicorn's Lullaby<strong>._

_This ancient song was once used as a sign that one was on business for the Royal Family of the Kingdom of Light, then as a lullaby that serenaded Celestia and Luna into slumber in their youth._

_There are those that still recognize this melody as an extension of it's former authority, however..._

* * *

><p>Twilight levitated the Harp back into her saddlebags when it returned to her, a small smile on her face from feeling a little proud of herself. Just then she heard some unnatural rustling, and it was coming from right above them. The others had heard it as well, and they and she were looking around nervously, trying to find out what had made the sound.<p>

"P-Please tell me you guys d-didn't just hear that," Fluttershy whispered, shaking nervously.

Rainbow and the others didn't get the chance to answer their timid friend. The rustling sound was heard again before something jumped down from the canopy and landed between Twilight and her friends, hunching over. The six ponies reared and screamed, startled by whatever it was that just landed before them, but quickly collected themselves and went on edge, the exceptions being Pinkie, who only laughed after being thoroughly startled, and Fluttershy, who nearly fainted from the surprise, as well as something else that was sapping at her strength for a while now, but didn't know what exactly. The hunched over figure straightened up and revealed itself to be some kind of grey forest imp, no taller than any of the ponies that were optically glued to it. It's was face fixed in a perpetual, creepy grin and wore strange clothing that was decorated with various leaves. It had a long, orange pointy hat with a ring of leaves tied around the base, an orange tunic with a large leaf on it's back as some kind of cape, and pointy orange shoes. In one hand it carried a lantern, and in the other it held a strange instrument which looked like a five-way bugle horn.

The strange creature simply looked around, studying each pony, before it let out a childish cackle.

"Hehehe," it said, "Were you the ones that played that pretty music?" It didn't get an immediate reply, only the same, cautious stare from four of the six ponies. "...I really liked it."

"I'm glad you liked it!" Pinkie said excitedly, bouncing up to it. "I'm Pinkie Pie, by the way! And this," She said as she motioned to her friends, in order, "Is Applejack, Rarity, Rainbow Dash, Fluttershy, and Twilight Sparkle!" She quickly looked back to the imp, clearly more excited now after introducing her friends to it. "What's your name?"

"Hehehe...," the imp said, then paused as it tilted it's head to the left. "...I don't remember my name. I'm not even sure I ever had one."

Pinkie gasped long and loud. "Omigosh, that's so super-duper sad!" She frowned, taking pity on the imp.

As Pinkie carried out her conversation with the strange creature, Twilight, Applejack, Rarity, and Rainbow slowly lowered their guards. Whatever it was, it didn't seem hostile if it could hold a conversation with Pinkie for this long.

"Well, if you can't remember _who_ you are," Rarity asked, "Then would you kindly tell us _what_ you are?"

The imp looked to her, shifting it's interest along with it's thousand-mile stare to her.

"Hehehehe...," it began, "...I'm called a Skull Kid. Children who get lost in these woods...they turn into Skull Kids. Lost Children. Skull Kids. So that must mean I was lost once."

Every pony gasped at the Skull Kid's answer. What hardened suspicions they had about it were quickly replaced with heavy pity for him. The Skull Kid cackled a little more, looking at each of them.

"Hehehe... You six...you look like good ponies. What are good ponies doing in here?"

"We're looking for a temple," Twilight answered, gaining the Skull Kid's attention as it turned to her. "Someplace where a sword is resting?"

The Skull Kid tilted it's head left and right, then giggled as it nodded. "You mean the special place? I know where it is. I've led another pony there once...he was really fun."

Twilight lit up, taking a step forward. "Then, will you take us there?"

"Pretty please with sprinkles?" Pinkie added, fluttering her eyes as she grew a huge smile.

"Hehehehehehe...," The Skull Kid cackled, "Sure...but only if you play with me first."

The Skull Kid leapt into the air, disappearing in a flurry of leaves, then reappeared shortly after near the cross-sectioned log, his back turned to them while he looked over his shoulder. He turned his attention back to the wooden wall, then noisily inhaled and blew into his wooden instrument, sounding like that of a trumpet as it blared and blew leaves around. The wood wall simply faded away, revealing a path that the Skull Kid ran into, leaving the six ponies alone once again.

"Oooh!" Pinkie exclaimed with excitement as she clopped her hooves together. "I love hide-and-seek!" She immediately began bouncing towards the newly discovered passage, the others warily following right behind her.

As they crossed the threshold, the pleasantly sunny morning sunshine seemed to have been left behind them as they entered a soft, moon-lit atmosphere of the deeper part of the forest. While Pinkie was being...well, Pinkie, Twilight and the others kept their eyes open and looking around for any sign of the forest imp. As they trekked, Twilight noticed another entryway of sorts across the way with the feint glow of a lantern illuminating through the soft blue. Pinkie noticed it as well, and began to hop pleasantly towards the light, playing along with the Skull Kid and trying to catch him. But before she could even meet the wooden archway halfway, a loud rustling could be heard from the canopy, and suddenly a tall, lanky creature that resembled the Skull Kid came falling through, stopping halfway, then looked up to the pink pony. As it approached Pinkie and the others, Twilight noticed it's arms and legs were dangling in such a way that it looked more like a puppet than a living creature, but her thoughts were pulled elsewhere when two other identical creatures came falling through the canopy much like the first, and soon the six ponies were being slowly orbited by the three wooden figures.

"What they hay? What are they?" Applejack said. No sooner than she had, one of the figures came closer and attempted a swipe at the farm pony with one of it's long, slender arms. Fortunately, the figure's moves were sloppy and uncoordinated at best, and Applejack easily ducked out of the way before it could connect the hit. Her face furrowed as she tipped her hat forward, and for anyone who knew her well enough, it meant that things just got serious.

"Ho, you messed with the wrong farm pony, partner." The unexpressive figure only stared blankly at Applejack as she quickly turned and gave it one of her signature bucks, easily sending it flying and smashing against a tree, breaking apart at the weak limbs it was built on. But she didn't stop there, and proceeded to buck the other two away, meeting the same satisfying results of breaking them apart. After a moment to see if they would get back up, which they never did thankfully, she walked up to the remains of one, poking at it's arm.

"It's wood," Applejack said, "They're jus' made of wood."

"Great," Rainbow Dash groaned, "Now we're getting attacked by puppets. Can this week get any stranger?"

"Ah wouldn' be sayin' that if I were you, sugarcube. Don't wanna jinx it."

"...Good point."

The six ponies then left the three wooden puppets behind as they went through the other wooden archway, following the Skull Kid's glowing lantern. But Fluttershy hardly paid any attention at this point.

While they played his little "game", Fluttershy's condition seemed to be getting worse. Ever since they found the clearing back in the EverFree, she had been feeling a little lightheaded and a little weak. And ever since they entered the Ancient Grove, that same lightheadedness has been only getting worse, to the point where she was starting to feel slightly disoriented, her vision going in and out of focus at random but generously spaced apart, and was becoming increasingly nauseous. Her strength wasn't faring any better. She was finding it tiresome to try and keep up with the rest of the group as they continued to venture further into the grove, and she felt that even taking a breath was slightly becoming more and more taxing. And while her left foreleg hadn't bothered her before, it was now becoming more and more sore, to the point where she would start to discretely limp as she went. The only time she did feel alert was when those strange, wooden puppets suddenly dropped in on them from time to time, before they were quickly dispatched by Applejack or Twilight, or both.

And speaking of the wooden puppets, it was later revealed that the Skull Kid had been using his strange instrument to summon them from nowhere when they finally managed to, quoting Rainbow Dash, "corner the little creep" in a circular area. The spot was obviously an artificial structure at one point in time, but was now in nearly complete ruins, with only several outcroppings set around a stone ring in the center, most likely whatever was left of what were once pillars. After "playing tag", as Pinkie had put it, with the Skull Kid, he disappeared, but not before he revealed yet another path. This time it was a bricked up stone archway that was built into the stone wall, and as the Skull Kid left, the bricks that made it a way to nowhere simply faded away. Not knowing what to expect, the Twilight and the others huddled close together as they made their way through the threshold.

To their relief and general surprise, they found themselves back in the warm sunlight in a large clearing. But after a quick glance around, everyone quickly realized that there was more to this location than what they first saw. The ground that they walked on was that of stone, cut and placed in perfect squares, in what was left of a floor. But it was just only the beginning; There was a border of stone that encompassed the area, which Twilight presumed to be remnants of the walls of the structure, and a crumbled and decayed staircase with recesses within the walls on either side of it that led up to an in-tact door on a tiny plateau to their immediate right, possibly to a second floor that no longer exists or what would've been the structure's original entrance. The left side of the structure seems to be the most in tact; There was a large ornate wall with a fanned out pattern that had a sealed doorway in it's center on the ground, and was flanked on either side by two, tall, armored alicorn statues in a reared position.

Rainbow Dash whistled in astonishment, and the shell of the once former temple slightly echoed her expression back. "Wow, time really took a bat to this place."

"One can only imagine what it must've looked like in it's glory days," Rarity said, particularly eyeing what's left of what looked like framing to magnificently large glass windows. "Sad, really."

"This must be the temple where the Blade rests," Twilight said. She then began to make her way towards the ornate alicorns and sealed doorway. "Let's split up and start looking for clues."

"Assuming that the blade hasn't all but rusted away with the rest of the structure," Rarity said as she and the others fanned out.

Twilight went straight to inspecting the two alicorn statues and the sealed doorway. When she came closer, she noticed strange runes and inscriptions that were upon the stone slab of a door, and began to study them in an attempt to make any kind of translation. Rainbow Dash took to the air as she went to inspect the door and what was left of the plateau at the top of the crumbled staircase, Fluttershy deciding to go with her but didn't feel strong enough to fly up with her so she chose to stay on the ground. Aside from the strange door, which apparently made of some kind of metal not readily known to the rainbow pegasus, and the hole to her left that led to some kind of hidden room below, Rainbow couldn't see or find anything that would be considered helpful. Rarity and Applejack stayed closer to the ground as they each inspected the recesses, with Rarity taking the left one and Applejack taking the one on the right.

The recess that Applejack inspected didn't show much, but the wall within it looked cracked and fractured especially bad. She approached the broken wall and gave it a light tap, but despite her "delicate" touch, the wall reacted and immediately crumbled, kicking up dust and causing her to cough and hack. She used her Stenson to fan away the obnoxious air, and once the dust settled she put it back on, then noticed the hidden cache tucked away in front of her, dimly lit by the opening in the roof. When she strode in, she noticed a small, wooden chest sitting in the far corner of this cache. But what was odd to her about it was the fact that it looked out of place, being in relatively good condition, barely even starting to fall apart. Curious, she approached the chest and opened it, the lid popping off as it fell back from the weak hold the wood had on the metal hinges. What the farm pony found inside was what looked like a simple square object carefully wrapped in fabric, and judging from the dimensions she guessed it was some kind of book. She carefully removed it from the broken chest, presuming it was just as deteriorated as the box it was tucked away in, and was beginning to unwrap it before something caught her attention.

"Applejack?" Rarity's voice echoed from behind, "Applejack, are you in there?"

"Ah'm in here," Applejack answered, gently taking the book in her mouth and making her way back to the opening she made. She was not just met by Rarity, but the others as well, all of them looking a little worried and curious.

"Applejack, what happened?" Rarity asked, motioning to the fresh hole in the wall. "We're here to find a sword, not to demolish."

Applejack took the rectangular object out of her mouth and gently set it on the ground before she answered. "Ah know that. It was an accident. All Ah did was give the wall a tap, and it fell apart all on it's own." She then motioned her hoof to the book. "But Ah think Ah found somethin', feels like a book or somethin'."

"A book?" Twilight asked, her interest piqued. She came forward as she inspected the wrapped object, then levitated it and finished unwrapping it. "That's impossible. How could a book exist so long when the stone around it has all but crumbled to ruins?"

Once the last bit of fabric was removed, the object was revealed to be, in fact, a book of some age but in especially good condition. An image of a spiral swirl encompassing several stars was hewn into the greying and slightly peeling brown leather cover, an emblem that Twilight immediately recognized and caused the unicorn to gasp and, for the second time that day, squeal like a fanfilly as she danced on the tip of her hooves.

"OhmygoshOhmygoshOhmygooosh!" Twilight squealed, unaware that she had just mimicked how Rainbow Dash reacted whenever she was approached by the Wonderbolts.

"Now wha' in tarnation's got you so worked up this time?!" Applejack shouted, having to voice herself over the overexcited Twilight.

"Do you know what this IS?!" Twilight exclaimed, nearly shoving the aged tome into Applejack's face, "It's a personal journal of StarSwirl the Bearded! THE StarSwirl the Bearded!" She then quickly and promptly plopped her flanks to the ground as she quickly but carefully opened the journal. "And these are StarSwirl the Bearded's actual writings!" she said in an even higher pitch before squeeing happily again. Unable to contain her excitement she immediately began to read, her eyes quickly scanning left to right before repeating the process again and again with each new line and page.

"So, what does it say?" Rainbow Dash said, breaking the short silence.

"It's an account of StarSwirl the Bearded's quest to find the Ancient Grove," Twilight answered, "Listen to this;

_"This Day, being the fourteenth of November, in the one-hundredth and forty-seventh year of the Era of the Two Princesses, after the Defeat of Chaos._

_"I have been granted an audience with the Solar and Lunar Princesses. I wished to ask them about the legends that surrounded the elusive patch of forest known only as the Ancient Grove. They queried why I was interested in such a fable, apparently hesitant to divulge what they knew to me at first. 'Curiosity,' I merely answered, 'For the mystery that surrounds the legend has gained my interest.' It seems it was enough to convince the two Princesses to entrust the lore to me."_

Twilight paused as she quickly, yet delicately, flipped through the pages, quickly noting whether or not a page had any relevant entries or not, until she stopped about half-way through. After reading a portion of the passage, she continued to read it aloud for her friends.

_"This Day, being the eleventh of December, in the one-hundredth and forty-seventh year of the Era of the Two Princesses, after the Defeat of Chaos._

_"I have been wandering through the dark woods of the EverFree for exactly two weeks, yet still have had found no sign of the stone marker that Princess Luna described to me. She explained that she felt that finding this stone would be crucial to finding the path, and eventually the entrance, to the Ancient Grove, yet failed to mention where, exactly, the stone lay, and I have begun to despair whether or not I am worthy enough to find such hallowed ground._

_"Fortune seems to have smiled upon me! I have found the stone marker, at last! It was strange, how I actually came across it. I was guided by the soft whistling the stone produced, despite there being a lack of a single breeze to cause it. After studying the strange marker, I have discovered that the stone possesses a magic unique unto itself that allows it to produce the melody it perpetually plays."_

Twilight paused once more as she went through several more pages of notes and entries before stopping again, the remaining number of pages growing quite thin.

_"I have been guided by a strange forest imp to what I had so desperately sought this passed month, shortly after my arrival to this unfamiliar portion of forest. As I stood at the archway of the Ancient Grove, I reveled in the ruins of what was left of the architecture before I began. Not wanting to waste a moment, I took note of every detail I could find; the angle and bends of what was left of the glass windows, the length of each cut of stone that was used to make the smooth floor, and every measurement of the two alicorn statues that stood guard._

_"It was then did I begin to study the one, intact wall, as if refusing to bend to the harsh will of the flow of time while all that surrounded yielded. An archway stood in between and behind the two statues, but no passage existed. Only the stone wall, meant to keep all out, even time. And yet there was one, according to the Princesses, that was granted passage before: the Hero of Legend. I have used every spell that was conceivable to me in my attempt to move the door, even ones that are not of a benevolent nature, to my regret. Yet it refuses and repels all that I cast. Truly, it is a grand testament to the will and magic of what- or whoever created this sacred place, albeit my frustrations._

Twilight flittered through the last of the pages, until she was on the last few pages. There, she began to recite the last entry of StarSwirl the Bearded.

_"To whoever finds this journal, I leave you with my last thoughts and anecdotes of my research. Let it be known that I, StarSwirl the Bearded, have succeeded in my quest in finding and studying the fabled location known as the Ancient Grove. But in my success, many revelations, as well as questions, have arisen. One such revelation, perhaps the greatest discovery I've made here, was happened upon by accident. As I prodded the remains of the grounds with my magic, I have discovered that the Ancient Grove you and I now stand in is not the original Ancient Grove, but one that is a perfect replica, created by the forces that reside in the world of the true Ancient Grove, yet connected and tailored to represent a portion of the world that we know as Equestria._

_"The two alicorns that stand guard and watch over the sealed doorway are a perfect case in point, for translations gleamed from degraded inscriptions speak of two sentinels that guard the Blade of Evil's Bane, yet were not described as alicorns. Which begs the question: Why would the denizens or deities of the true Ancient Grove's world create a perfect replica of itself, then have it connected to our world? Is there an untold fate or destiny that will call upon the strength of our Equestrian incarnation of the Hero to take up the sacred weapon, and save the land from an untold evil that the Elements of Harmony cannot defeat alone? Such possibility both fascinates and terrifies me to the core._

_"It is also because of considering such possibilities that I have decided to leave this journal here, so that those who stumble upon these grounds, much like yourself, will know that a pony like themselves has been here, and have researched this place extensively for your benefit. While this expedition started out as one of seeking personal satisfaction, it will now end with the notion that I will leave and never return, leaving all the research I've accrued and essentially burying it, so that this hallowed place cannot and will not be defiled by those of ill intentions, remaining to be only a fable._

_"In regards to the Blade, no doubt that it rests beyond the stone door that is flanked by the alicorn guards. But how one can be granted passage, I presume that only the one destiny has called upon to take up such a divine weapon will have the knowledge to proceed. Should you, the finder of my journal, by some act of fate or coincidence, truly be the Hero or Heroine of destiny and have come searching for the Blade, know that if I could, I would have been honored to have met you in person, and wish you only the best of luck and that your quest be a successful one."_

Twilight silently closed the book, wrapping it in the worn fabric and tucking it away in the empty saddlebag on her left.

"Wait, that's it?" Rainbow Dash said, "He didn't even mention any clues to opening the stone door."

"There must be some way," Twilight said as she turned around and made her way back to the two statues. "And whether we like it or not, it's up to us now to discover what StarSwirl might have overlooked."

As she and the others approached, she took notice of a section of the floor just in front of the two statues that was particularly darker than the rest. Using her hooves, she scraped away the moss and accumulated dirt and dust to reveal an image that she's seen thrice now. It was the same three-triangular emblem that Luna drew back in the Vaults, as well as what was carved into the stone that she and her friends had learned the Alicorn's Lullaby. After some quick thinking, Twilight developed a hunch that something specific needed to be done here. Having an idea of exactly what that specific something might be, she flexed of her magic and pulled out the Goddess Harp yet again. As she readied the instrument, Rainbow and the others noticed what she was planning to do, and then gathered around behind Twilight in an arch shape, ready and waiting.

She closed her eyes and glided her hoof over the strings, the soft rings echoing through the remaining stone walls. As she did, Rainbow and the others noticed the darker lines carved into the alicorn statues suddenly shimmer in a blue light before returning to the darker shade of grey of stone. Twilight, not taking notice of the phenomenon, resumed to play the Alicorn's Lullaby, passionately playing the first part of the chorus. As she began the second chorus, Rainbow and the others felt the overwhelming magic to sing again, and soon all five harmoniously began to sing along with the harp's strums. The five friends then finished the melody on a high note, with Twilight slowly cresting as she finished shortly after.

When they came down from their magical high, the six ponies then felt magic begin to swirl faintly around them, the already bright sunny atmosphere seeming to become slightly brighter. It was then that the darker lines that adorned the two alicorn statues, as well as their eyes, began to bright glow blue, and stay glowing. Twilight and the others then jumped back in surprise when the stone statues then suddenly began to move on their own, coming to life by some manner of advanced magic as they whinnied loudly. The two alicorns lowered their forelegs back down to the ground and folded their wings to their sides, now standing tall and regal as they familiarized as how Princess Celestia would. They shifted their gaze down to the six ponies, their stare making them feel as though their very beings were being pierced, then did something none of them expected; they began to speak.

"Ye six who each share the spirit of the Hero," The alicorn statue on their left began.

"Thy Destiny has led thee here, in search of what we guard," The right alicorn said.

"But before we grant thee passage, please accept this, thy final trial," The left statue said.

The two statues brought their horns together, both lighting up a brilliant cerulean blue. The floor below them then shined in a brilliant white light, blinding the six ponies. When the light dimmed and their sight returned, the floor below them was gone, with the exception of the circular center platform they somehow now stood on and two square platforms that the two alicorns silently stood upon. In the center of the circular platform, a fountain-like structure with five flat discs on outstretched arms rested, a stone sphere resting at the top of it all. The six ponies immediately recognized it as a representation of the statue in the Castle of the Two Sisters that they had originally found the Elements of Harmony. But why was it here, and what did it have to do with their final trial?

"Ye six who each share the spirit of the Hero," The left alicorn repeated.

"Each of thee also possess a portion of an ancient and powerful magic," The right alicorn said.

"For thy final trial, ye must each present thy power of the Element thou have been destined to embody." Both alicorn statues said in perfect unison.

Every pony's heart froze as they heard the alicorns' final challenge. In order to proceed, they needed to pass this final test by presenting the one thing that they didn't have yet needed to find desperately, thus why they were here in the first place; the Elements of Harmony.

"Now what are we gonna do?!" Applejack said, shifting anxiously, "We can't pass this test if we don't have the Elements of Harmony, but we can't get the Elements back if we can't get that dang sword!"

Twilight's mind was racing as she processed the information that the two stone alicorns had given them. And while her friends were going with the one idea that they needed the physical relics and beginning to despair, it dawned on Twilight that there was another way of looking at it.

"Hold on a second, girls," Twilight said as she turned to face them. The five friends then went silent as they looked to her, their faces still stricken with worry. "Didn't you hear what the statues said? They weren't asking us to present the actual Elements themselves, but the power they hold."

"But, what does that mean?" Rainbow asked.

Twilight smiled warmly before she answered. "The Elements themselves aren't the actual source of magic, but rather a way of amplifying the magic that already exists in all of us through them. Each of us represents of one of the Elements, and the bonds friendship we share is what allows us to come together and use them in the first place. Don't you see? The Elements aren't what give us strength, it's our friendship!"

The despairing faces of Rainbow and the others quickly vanished as Twilight's words uplifted them. She was right about everything. While the Elements of Harmony are powerful relics, the real magic actually comes from within them, being the embodiments of the very Elements they wielded, and strengthened by the friendships they all shared with each other. The six friends then turned and approached the center sculpture, and one by one each pony climbed atop of each of the disc platforms. Etched into the center of each plate, a different color and shape of a gem was inscribed into the stone. By matching each color with their respected Elements, the five ponies easily sorted themselves into their correct spot. As they were sorting themselves, Twilight teleported herself onto the top of the sphere, knowing that it represented her Element. The moment she touched down, each of the gems that were imprinted into the stone discs began to glow in their respected color one by one, intensifying until the entire disc was aglow and creating a halo of colored light around each pony.

The sensation that the ponies felt from the light was a familiar one, having felt this sensation before when they activated and used the actual Elements of Harmony. The stone sphere that Twilight stood upon was the last to glow, shining in a brilliant rose colored light before intensifying into a brilliant white. One by one, the discs that the others stood on then began to shine in the same brilliant white light, until the entire center platform was aglow in the dazzling show. The light continued to intensify until Twilight and the others were forced to close their eyes and look away. When it dimmed down, they were once again met with the familiar sight of the marble slabbed floors of the crumbled temple, back in the same spot they were before their trial. As they looked around, their attentions were snapped back to the two alicorn statues when they suddenly and loudly outstretched their stone wings.

"Great Heroines who bear the Light of Harmony," the left alicorn said.

"Step forward, and take up the Blade that which thou has been destined to find," the right alicorn finished.

The two statues then raised a hoof, the one on the left raising it's right, the one on the right raising it's left, before slamming them down, causing the sealed door behind them to become enveloped in light, then disappearing. The two statues then proceeded to rear, quickly at first then slowing down as time went to a crawl for them, before finally freezing in the exact position they were found in. While still possessing the uplifting spirit that they've been given by Twilight's words, the six friends silently and anxiously made their way to the welcoming arch, their anticipation growing from their quest nearing it's end. They went up a flight of stairs, and at the top rested a secluded alcove, a perfect circle and blending of artificial structure and nature. And resting within the center of this alcove, standing in a thin sea of morning mist and dew, perched into a stone pedestal, glittering and gleaming as a beam of sunlight pierced the canopy above and shined down upon it, was the Blade of Evil's Bane, the Master Sword.

Twilight and the others were stunned frozen when they came upon the sight, as if the forces of nature itself constructed this breathtaking and moving sight before them. The other thing that had them so lost for words was how beautifully intact the sword actually was, and at one point found themselves moving closer towards it. The design of the sword spoke of regal power, the bluish-purple of the hilt, handle, and pummel giving it a further impression of royalty. The color of the grip was beautifully complimented with an intertwining of a green double helix that ran from hilt to pummel, and the top of the hilt was adorned on either side with a single, diamond-shaped yellow gem. The steely white of the double-edged blade shimmered in a beautiful pure white, which was only amplified by the natural sunlight that rained down on it, and revealed the familiar, triangular pattern etched into it near the hilt. Twilight gauged the weapon to be fairly long, as it stood a few inches taller than her, and was much narrower than the swords she was familiar with that were wielded by the soliders in Canterlot. It was as if it were designed entirely by and for another species...

"It's magnificent," Rarity said, almost in a whisper, still fairly stunned, "Why, I could use it's beauty as inspiration to design a whole line of dresses!"

"So, what are we waiting for?" Rainbow said, snapping everyone out of their fixation on the sword, "Let's pull this sucker out and get back home! We've got Equestria to save!" She marched up to the Master Sword, pausing as to how to actually pull it out, then tried to pull it out of it's pedestal using her mouth. She gave a few grunts as she pulled, but the blade simply refused to budge. With her teeth starting to ache, she opted out to stand on her hind legs and use her forelegs, wrapping her hooves around the grip. Again, she grunted and pulled with all her might, even trying to use her wings for leverage, yet the blade never yielded. Rainbow's grip suddenly slipped, causing her to stumble and fly backwards, landing with a _thud_ as she slammed into the ground back first.

"Ow," Rainbow spat out, shaking her head. "The sword won't budge? What gives?"

"Lemme show you how it's done, sugarcube," Applejack said smugly, approaching the blade next. She spat in both of the hooves of her forelegs, which repulsed Rarity, then rubbed them together before she quickly gripped at the sword's grip and proceeded to yank and pull for all her worth. This went on for a few minutes until Applejack finally tired herself out, the blade besting the farm pony's brute strength.

"Y'all...gotta be...kiddin' me," Applejack huffed, defeated and embarrassed.

With two of their physically strongest competitors down, all that was left now were Twilight, Rarity, Fluttershy, and Pinkie and their approaches. Twilight was next as she attempted to pull the sword out by her hooves first, confident that her knowledge in physics would give her an -no pun intended- edge into prying the stubborn sword out. When that didn't work, she opted out to using her magic. While she was successful in actually being able to use magic to take hold of the sword, it again outwitted the purple unicorn, nary moving an inch as she focused as much of her magic to pull it out, exhausting her into defeat. Rarity decided to go after Twilight, but the fashionista hardly put in any effort as she whimpered and groaned in frustration in trying, as if she was the hardest working pony of them all. Fluttershy didn't even give it a try; she felt, and looked, far too weak, and after seeing her friends fail one after another didn't exactly raise her morale. Pinkie Pie, being it her turn, simply went all-out on it; trying to pull it out with her teeth, munching on the grip as she did, then with her forelegs as she pulled up or pushed to wedge it left or right, to no avail, and even trying to buck it out by using her hind legs, something that Applejack cursed under her breath at herself for not thinking of it first.

The pink party pony eventually crashed, panting and wheezing in defeat while the blade stood still and tall, as if mocking them.

"Wow, that sword is stuck in there real good," Pinkie said after collecting her breath almost instantly.

"Ugh, this can't be happening!" Rainbow Dash groaned rather loudly as she laid on her back and punching the air with her forelegs. "We've broken out of Canterlot, having to leave Princess Luna behind to whatever Chrysalis and Zant will do, and stumble through the EverFree! And now here we are, the ONE THING we've been looking for RIGHT IN FRONT OF US, and none of us can pull it out!"

"There has to be something," Twilight said, a twinge of nervousness in her voice, "Rainbow's right about one thing. We've already come this far, and the Blade of Evil's Bane is right here in front of us, but we can't remove it. What is it that we're missing?"

The five ponies all went quiet as their minds raced for any hints or clues they may have missed. Fluttershy eventually broke the silence as she voiced in her two Bits.

"Uhm," She muttered, barely over a whisper, "I-I think I have an idea." Twilight and the others quickly looked to her, causing her to flinch, though weakly, "Umm...w-we've all tried to pull it by ourselves. So, a-and it's just a thought, but how about we all try to pull it out together?"

Twilight and the others looked at each other before she looked back to Fluttershy, smiling.

"Fluttershy, that's a great idea!" she said, praising her friend. Fluttershy simply blushed as she rubbed her left foreleg, causing her to secretly wince in pain. The bite marks on her arm were now becoming sore to the touch, and Fluttershy was starting to become genuinely scared.

But she had to set that aside for now. With everypony going with Fluttershy's idea, the six friends began to gather around the blade and one by one placed a hoof on the grip.

_(Cue Master Sword Theme/Fanfare. The version of which will be the Reader's choice, but for this story it will be the version from Twilight Princess.)_

"On three," Twilight said. Everyone nodded.

"Three," Applejack started.

"Two," Rarity said next.

"ONE." The six friends said in unison. All six ponies then pulled upward, and to their happy surprise the blade followed through with a lurch upward. Everypony looked down as a radiant light began to glow from the now empty pedestal, followed by a mysterious gust that radiated from it, pushing away the thin mist in a perfect circle away from them. With the blade free from it's stone resting place, Twilight used her magic to grip the handle, allowing the rest of her friends to let go, and flipped it as she held the blade skyward. As she did, the blade began to shimmer in a brilliant white light as a message appeared within the fourth wall:

* * *

><p><em><span>Twilight and her friends have acquired the <strong>Master Sword<strong>!_

_This legendary sword was once wielded by the Hero of Legend himself. It houses a mysterious, but absolute divine power that evil can never touch._

* * *

><p>Twilight then feels a tingle over her shoulder, and as she looks over it she sees a beautifully crafted and painted royal blue and gold scabbard appear on her back, most likely for their newly acquired weapon. A twinkle appears in her eyes as she then turns and takes a few steps away from her friends, as if compelled to. Using her levitating magic, she gives the Master Sword three practice swings, suddenly cutting horizontally twice, right to left, left to right, then giving a powerful vertical slash downward. Even with her magic, the blade felt incredibly light, yet she felt like it could easily slash through anything she wanted. She then gave a dismissive diagonal cut from her upper left to her lower right, then twirled the blade as she brought the blade to it's home before sliding into it's scabbard, pausing with just an inch or two left of the blade remaining, then clasping the rest of the sword in hard with a satisfying metallic click.<p>

She turned back to face her friends, who were calm despite her sudden slashing, and gave a confirming nod and grin combo.

"Let's head back home," was all she said, and it was all that was enough. But as they made their way back down the flight of stairs and back into to the main "atrium" of the temple, a sudden _thud_ from behind caught everyone's attention and making them look that way. Their hearts had nearly stopped beating at the sight, for Fluttershy had suddenly collapsed, breathing heavily, and was growing paler by the moment.

* * *

><p><strong>Author's Notes<strong>: _Alright! Ten chapters! So I'm sure most of you that are aware that this chapter is significantly longer than the other chapters. It's actually twice as long as a normal chapter, over 14,500+ words. Why was it so long? Because of several reasons._

_For starters, I didn't think I would have as much content as it did, so it ran quite long. I also wanted this chapter to be the definitive one, where they find the Ancient Grove, encounter the Skull Kid, acquire the Master Sword, and have it all end with a cliff hanger before we get to the real juicy core of the story._

_I also want to point out that I did little to no research when it came to StarSwirl and the Equestrian timeline, and simply went with what I knew right out of the gate. But in the hindsight of the big picture, it really shouldn't matter, simply read and walk away knowing that a significant historical character found the Grove prior and unknowingly aided the Mane Six._

_I'd also like to make a note in regards to the Master Sword. In the early stages of development, the Master Sword's concept was simply as that it appeared in Twilight Princess. But then a thought came to me, and I contemplated of having it modeled after the Wind Waker's version. Not only would it be smaller, thus easier to wield, but it's cartoonish design would fit in much better with the world of Equestria. And so I went back and forth with what to do, and then I came up with the solution. And that is to leave the choice up to you, the readers, on how it appears since you'll be the ones reading it. This isn't a poll question, simply a matter of choice for each and every one of you. Want the Master Sword modeled after Twilight Princess, go for it. Want the Wind Waker version, whatever floats your boat (giggity). If you even want it modeled after A Link to the Past, Ocarina of Time, or wherever else the Master Sword made it's appearance, if it works for your imagination then there's no problem._

_But back to theatrics. *ahem*_

_Twilight and the others now have the legendary Master Sword! But what's wrong with Fluttershy? And can they get her help in time?_

_Answers and more will come in the next chapter of our story!_


End file.
